NOTICE OFANNUALAND SPECIAL MEETING OF SHAREHOLDERS-+Proxy... · “Performance Share Resolution”)...

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting of Shareholders of Recipe UnlimitedCorporation (the “Company”) will be held at Novotel Toronto Vaughan Centre, 200 Bass Pro Mills Dr., Vaughan, Ontario,L4K 0B9 on Friday, May 10, 2019 at 11:00 a.m. (Toronto time) for the following purposes:

(a) to receive the audited consolidated financial statements of the Company for the financial year endedDecember 30, 2018 and the auditors’ report thereon;

(b) to elect directors;

(c) to appoint the auditors and authorize the directors to fix the auditors’ remuneration;

(d) to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution (the“Restricted Plan Resolution”) approving the adoption of a restricted share unit plan (the “RSU Plan”) andratifying certain grants of restricted share units, all as more particularly set forth in the accompanyingmanagement information circular;

(e) to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution (the“Performance Share Resolution”) approving the adoption of a performance share unit plan (the “PSUPlan”) and ratifying certain grants of performance share units, all as more particularly set forth in theaccompanying management information circular; and

(f) to transact such other business as may properly come before the meeting.

By Order of the Board,

Dave LantzVice President, General Counsel & Corporate Secretary

April 3, 2019

If you cannot be present to vote in person at the meeting, please complete and sign the enclosed form of proxy andreturn it in the envelope provided to Computershare Trust Company of Canada at 100 University Avenue, 8th Floor, Toronto,Ontario M5J 2Y1 (if delivered by mail or by hand); at (416) 263-9524 or (866) 249-7775 (if delivered by fax); or vote byInternet at www.investorvote.com so that it is received by 11:00 a.m. (Toronto time) on Wednesday, May 8, 2019. Pleaserefer to the accompanying Management Proxy Circular for further information regarding completion and use of the proxy andother information pertaining to the meeting.

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MANAGEMENT PROXY CIRCULAR

TABLE OF CONTENTS

SECTION I – GENERAL AND VOTING INFORMATION....................................................................................................4Solicitation of Proxies ..................................................................................................................................................4Date of Information ......................................................................................................................................................4Currency.......................................................................................................................................................................4Provisions Relating to Proxies......................................................................................................................................4Voting Shares and Principal Holders Thereof ..............................................................................................................5Additional Information.................................................................................................................................................6Shareholder Proposals for Next Year’s Annual Meeting of Shareholders ...................................................................6

SECTION II – BUSINESS OF THE MEETING .......................................................................................................................6

1. Receiving the Audited Consolidated Financial Statements ......................................................................................62. Election of Directors.................................................................................................................................................73. Appointment of Auditor and Remuneration ...........................................................................................................104. Shareholder Approval of the RSU Plan..................................................................................................................105. Shareholder Approval of the PSU Plan ..................................................................................................................14Other Business............................................................................................................................................................18

SECTION III – EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS ...........................................................18

Overview ....................................................................................................................................................................18Compensation Discussion and Analysis.....................................................................................................................18Legacy Share Option Plan (the “Legacy Share Option Plan”)...................................................................................23Legacy Chief Executive Officer Share Option Plan (“Legacy CEO Share Option Plan”)..........................................24Summary Compensation Table ..................................................................................................................................25Employment Agreements, Termination and Change of Control Benefits ..................................................................25Outstanding Option-Based Awards and Share-Based Awards ...................................................................................28Incentive Plan Awards - Value Vested or Earned During the Year............................................................................29Securities Authorized for Issuance Under Equity Compensation Plans .....................................................................29Performance Graph.....................................................................................................................................................29

SECTION IV – DIRECTOR COMPENSATION ....................................................................................................................30

Directors’ Compensation............................................................................................................................................30Incentive Plan Awards - Value Vested or Earned During the Year............................................................................31Directors’ and Officers’ Insurance .............................................................................................................................31Indebtedness of Directors and Executive Officers .....................................................................................................32

SECTION V – CORPORATE GOVERNANCE......................................................................................................................32

Statement of Corporate Governance Practices ...........................................................................................................32Corporate Governance Guidelines (including Board Mandate) .................................................................................32Audit Committee ........................................................................................................................................................33Governance, Compensation and Nominating Committee ..........................................................................................33Selection of Directors .................................................................................................................................................34Succession Planning ...................................................................................................................................................34Strategic Planning Oversight ......................................................................................................................................34Diversity .....................................................................................................................................................................34Orientation and Continuing Education of Directors ...................................................................................................35Board Performance Evaluation...................................................................................................................................35Ethical Business Conduct ...........................................................................................................................................36Term Limits................................................................................................................................................................36Approval.....................................................................................................................................................................36

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SCHEDULE A RECIPE UNLIMITED CORPORATION MANDATE OF THE BOARD OF DIRECTORS .................... A-1

SCHEDULE B RSU PLAN....................................................................................................................................................B-1

SCHEDULE C PSU PLAN ....................................................................................................................................................C-1

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SECTION I – GENERAL AND VOTING INFORMATION

Solicitation of Proxies

Our management is soliciting the enclosed proxy for use at the Annual and Special Meeting of Shareholdersto be held on May 10, 2019 and at any adjournment or postponement thereof. We will bear the cost of soliciting proxies.We will reimburse brokers, custodians, nominees and other fiduciaries for their reasonable charges and expenses incurred inforwarding proxy material to beneficial owners of shares. In addition to solicitation by mail, certain of our officers andemployees may solicit proxies personally or by a means of telecommunication. These persons will receive no compensationbeyond their regular salaries for so doing.

Date of Information

The information contained in this Management Proxy Circular is given as at April 3, 2019, except where otherwisenoted.

Currency

Dollar amounts in this Management Proxy Circular are in Canadian dollars except as otherwise indicated.

Provisions Relating to Proxies

A properly executed proxy delivered to our transfer agent, Computershare Trust Company of Canada, at 100University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (if delivered by mail or by hand); at (416) 263-9524 or (866) 249-7775 (if delivered by fax); or by Internet at www.investorvote.com, so that it is received before 11:00 a.m. (Toronto time) onWednesday, May 8, 2019 (or, in the event of an adjournment or postponement, the last business day prior to the adjourned orpostponed meeting); or to the chair or secretary of the meeting for which the proxy is given before the time of voting, will bevoted or withheld from voting, as appropriate, at the meeting and, if a choice is specified in respect of any matter to be actedupon, will be voted or withheld from voting in accordance with the direction given. In the absence of such direction, suchproxy will be voted with respect to the election of directors, the appointment of auditors, the approval of the RSU Plan andthe approval of the PSU Plan.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect toamendments to or variations of matters identified in the notice of meeting and with respect to other matters which mayproperly come before the meeting. At the date of this Management Proxy Circular, our management knows of no suchamendments, variations or other matters.

The persons named in the enclosed proxy are two of our officers. If you wish to appoint some other person torepresent you at the meeting, you may do so either by inserting such other person’s name in the blank space providedin the enclosed proxy or by completing another form of proxy. Such other person need not be a shareholder.

Under governing law, only registered holders of our subordinate voting shares and multiple voting shares(collectively, the “Shares”), or the persons they appoint as their proxies, are permitted to attend and vote at the meeting.However, in many cases, our subordinate voting shares beneficially owned by a holder (a “Non-Registered Holder”) areregistered either:

(a) in the name of an intermediary that the Non-Registered Holder deals with in respect of the shares, such as,among others, banks, trust companies, securities dealers, brokers, or trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or

(b) in the name of a depository (such as CDS Clearing and Depository Services Inc. or Depository TrustCompany).

In accordance with Canadian securities law, we are distributing copies of the notice of meeting, this ManagementProxy Circular, the form of proxy, the audited consolidated financial statements of the Company for the financial year endedDecember 30, 2018 and the related management’s discussion and analysis (collectively, the “meeting materials”) to thedepositories and intermediaries for onward distribution to Non-Registered Holders. The Company does not intend to pay forintermediaries to forward the meeting materials to Non-Registered Holders and Non-Registered Holders will not receive the

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meeting materials unless the intermediary assumes the cost of delivery.

Intermediaries are required to forward meeting materials to Non-Registered Holders unless a Non-Registered Holderhas waived the right to receive them. Very often, intermediaries will use service companies to forward the meeting materialsto Non-Registered Holders. Non-Registered Holders who have not waived the right to receive meeting materials will:

A. be given a proxy which has already been signed by the intermediary (typically by a facsimile, stampedsignature) which is restricted to the number of shares beneficially owned by the Non-Registered Holder butwhich is otherwise uncompleted. This form of proxy need not be signed by the Non-Registered Holder. Inthis case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete theform of proxy and deposit it as described above; or

B. more typically, receive, as part of the meeting materials, a voting instruction form which must becompleted, signed and delivered by the Non-Registered Holder in accordance with the directions on thevoting instruction form (which may in some cases permit the completion of the voting instruction form bytelephone or through the Internet).

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the shares theybeneficially own. Should a Non-Registered Holder who receives either a proxy or a voting instruction form wish to attendand vote at the meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the proxy and insert the Non-Registered Holder’s (orsuch other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the correspondinginstructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of theirintermediaries and their service companies.

If you have given a proxy, you may revoke it by an instrument in writing executed by you or by your attorneyauthorized in writing or, if you are a corporation, under your corporate seal or by an officer or attorney duly authorized, anddeposited either at our head office at any time up to and including the last business day preceding the day of the meeting, orany adjournment or postponement thereof, at which the proxy is to be used or with the chair or secretary of the meeting onthe day of the meeting or any adjournment or postponement thereof. The exercise of a proxy does not constitute a writtenobjection for the purposes of subsection 185(6) of the Business Corporations Act (Ontario) (the “OBCA”).

A Non-Registered Holder may revoke a voting instruction form or a waiver of the right to receive meeting materialsand to vote given to an intermediary at any time by written notice to the intermediary, except that an intermediary is notrequired to act on a revocation of voting instruction form or of a waiver of the right to receive meeting materials and to votethat is not received by the intermediary at least seven days prior to the meeting.

Voting Shares and Principal Holders Thereof

As of March 19, 2019, we have 27,306,729 subordinate voting shares and 34,396,284 multiple voting sharesoutstanding (these are our only voting securities). Each subordinate voting share carries one vote per share at all meetings ofshareholders except for separate meetings of holders of another class of shares. Each multiple voting share carries twenty-fivevotes per share at all meetings of shareholders except in certain circumstances (which have not occurred) and except forseparate meetings of holders of another class of shares. The multiple voting shares are convertible into subordinate votingshares on a one-for-one basis at any time at the option of the holders thereof and automatically in certain other circumstances.The outstanding subordinate voting shares currently represent approximately 3.08% of the total votes attached to all classesof our outstanding voting securities.

The subordinate voting shares are “restricted securities” within the meaning of such term under applicable Canadiansecurities laws. Under applicable Canadian law, an offer to purchase multiple voting shares would not necessarily require thatan offer be made to purchase subordinate voting shares. In accordance with the rules of the Toronto Stock Exchange (the“TSX”), the Company entered into a coattail agreement on April 10, 2015 with the holders of the multiple voting shares anda trustee (the “Coattail Agreement”). The Coattail Agreement is designed to ensure that, in the event of a take-over bid, theholders of subordinate voting shares will be entitled to participate on an equal footing with holders of multiple voting shares.The Coattail Agreement contains provisions customary for dual class, TSX-listed companies designed to prevent transactionsthat would otherwise deprive the holders of subordinate voting shares of rights under applicable provincial take-over bidlegislation to which they would have been entitled if the multiple voting shares had been subordinate voting shares.

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Each holder of our subordinate voting shares or multiple voting shares of record at the close of business on April 5,2019 (the “record date” established for notice of the meeting and for voting in respect of the meeting) will be entitled to voteat the meeting or any adjournment or postponement thereof, either in person or by proxy. At least two shareholders,representing in person or by proxy at least 15% of our outstanding voting shares constitute a quorum at any meeting ofshareholders.

Fairfax Financial Holdings Limited and its affiliates (“Fairfax”) owns 7,224,180 subordinate voting shares and19,903,378 multiple voting shares, representing approximately 56.9% of the total votes attached to all classes of our votingshares (approximately 26.46% of the total votes attached to the subordinate voting shares and approximately 57.86% of thetotal votes attached to the multiple voting shares).

The Phelan family, through Cara Holdings Limited and its affiliates (“Cara Holdings”), owns 14,492,906 multiplevoting shares, representing approximately 40.84% of the total votes attached to all classes of our voting shares(approximately 42.14% of the total votes attached to the multiple voting shares).

To the knowledge of our directors and officers, there are no other persons who (directly or indirectly) beneficiallyown, or control or direct, shares carrying 10% or more of the votes attached to any class of our voting shares.

Additional Information

You may obtain a copy of our latest annual information form, our audited consolidated financial statements for thefinancial year ended December 30, 2018 together with the report of the auditors thereon, management’s discussion andanalysis of our financial condition and results of operations for the financial year ended December 30, 2018, any of ourinterim consolidated financial statements for periods subsequent to the end of our 2018 fiscal year and this ManagementProxy Circular, upon request to our Corporate Secretary. If you are one of our securityholders, there will be no charge to youfor these documents. You can also find these documents as well as additional information relating to the Company on ourwebsite (www.recipeunlimited.com) or on SEDAR (www.sedar.com). Financial Information is provided on the Company’sconsolidated financial statements and related management’s discussion and analysis for its most recently completed financialyear.

Shareholder Proposals for Next Year’s Annual Meeting of Shareholders

The OBCA permits certain eligible shareholders to submit shareholder proposals to us, which proposals may beincluded in a management proxy circular relating to an annual meeting of shareholders. The final date by which we mustreceive shareholder proposals for our annual meeting of shareholders to be held in 2020 is February 20, 2020.

SECTION II – BUSINESS OF THE MEETING

We will address five items at the meeting:

1. receiving the audited consolidated financial statements of the Company for the financial year endedDecember 30, 2018 and the auditors’ report thereon;

2. electing directors;

3. appointing the auditors and authorizing the directors to fix the auditors’ remuneration;

4. the adoption of an ordinary resolution approving the RSU Plan and ratifying certain grants of restrictedshare units; and

5. the adoption of an ordinary resolution approving the PSU Plan and ratifying certain grants of performanceshare units.

We will also consider other business that may properly come before the meeting.

1. Receiving the Audited Consolidated Financial Statements

The audited consolidated financial results for the financial year ended December 30, 2018 and the auditors’ reportthereon will be presented at the meeting and shareholders will be given the opportunity to discuss these results with

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management.

2. Election of Directors

A board of eight directors (the “Board”) is to be elected at the meeting to serve until the next annual meeting. Eachnominee is voted for on an individual basis. Unless a shareholder specifies otherwise in a proxy, the persons named in theaccompanying proxy intend to vote in favour of such resolution. However, in case any of the nominees should becomeunavailable for election for any presently unforeseen reason, the persons named in the proxy will have the right to use theirdiscretion in selecting a substitute. The following information is submitted with respect to the nominees for director:

Names of nominees, officesheld in Recipe (or significant affiliates)and principal occupations Director since

Ownership orcontrol over

voting securities(subordinate

voting shares) ofRecipe(1)(2)

David AisenstatVice Chair of the Board of Recipe Unlimited CorporationPresident, Chief Executive Officer and Corporate Directorof The Keg Restaurants Ltd.British Columbia, Canada

May 11, 2018 78,284

Christy Clark(4)

Senior Advisor at Bennett Jones LLPFormer Premier of British ColumbiaBritish Columbia, Canada

May 11, 2018 –

William D. GregsonExecutive Chairman of the Board of Recipe UnlimitedCorporationOntario, Canada

October 31, 2013 1,093,444

Stephen K. Gunn(3)

Co-Founder and Co-Chair of Sleep Country Canada Inc.Ontario, Canada

March 26, 2013 32,258

Christopher D. Hodgson(3)(4)

President, Ontario Mining AssociationOntario, Canada

April 10, 2015 –

Michael J. Norris(3)

Corporate DirectorOntario, Canada

January 2, 2012 26,828

John A. Rothschild(4)

Corporate DirectorOntario, Canada

October 31, 2013 259,110

Sean Regan(4)

President of Cara Holdings LimitedOntario, Canada

April 10, 2015 –

(1) Details on all outstanding options and share-based awards held by our directors are described under “Executive Compensation Discussion and Analysis –Outstanding Option-Based Awards and Share-Based Awards” and “Director Compensation – Outstanding Options-Based Awards and Share Based Awards”.None of the option-based or share-based awards mentioned in this footnote are included in the numbers of subordinate voting shares shown in the above table.

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(2) Mr. Regan is the President of Cara Holdings Limited, which beneficially owns, controls or directs, directly or indirectly, 14,492,906 multiple voting shares,representing approximately 42.14% of our issued and outstanding multiple voting shares.

(3) Member of the Audit Committee (Chair — Stephen K. Gunn).

(4) Member of the Governance, Compensation and Nominating Committee (Chair — John A. Rothschild).

The information as to shares beneficially owned or controlled by each nominee, and certain of the biographicalinformation provided below, not being within our knowledge, has been furnished by such nominee.

Legend:

BD — Board of Directors AC—Audit Committee GC&NC — Governance, Compensation and Nominating Committee

David Aisenstat – Mr. Aisenstat is the Vice Chair of the Board of Recipe UnlimitedCorporation, a position he has held since May 11, 2018 and is the President, ChiefExecutive Officer and Director of Keg Restaurants Ltd. (“KRL”). Mr. Aisenstat hasheld his current position with The Keg since June 1997. Mr. Aisenstat previouslyserved on the Board of Directors and Executive Committee of KRL from 1982 to1987 when The Keg was acquired by Whitbread PLC. Mr. Aisenstat has also servedas President of Hy’s of Canada Ltd., a fine dining steakhouse restaurant chain, andowns other fine dining restaurants such as Ki Modern Japanese & Bar, The ShoreClub and Joe Fortes Seafood & Chop House.

Meetings Attended in 2018

5 of 5 BD (1)

Christy Clark – Ms. Clark is currently a senior advisor with the law firm BennettJones LLP. The Honorable Christy Clark led Canada’s third largest province, BritishColumbia, for over six years - managing a government with $52B in revenues, 18ministries, 27 crown corporations and over 125,000 employees. Throughout hertenure, Ms. Clark demonstrated the strongest performance of any Canadian Premierfor economic growth, fiscal management and job creation. Ms. Clark retired frompolitical life in 2017 as the longest serving female Premier in Canadian history andthe only woman Premier in Canada ever to be re-elected.


5 of 5 BD (1)

1 of 1 GC&NC

William D. Gregson — Mr. Gregson is the Executive Chairman of the Board of theCompany, a position he has held since May, 2018. Prior to this, Mr. Gregson held theposition of Chairman of the Board since April 10, 2015. Mr. Gregson served as theExecutive Chair of the board of directors of The Brick Ltd. from January, 2012 untilMarch, 2013. Mr. Gregson was appointed President and Chief Executive Officer ofThe Brick Warehouse LP on July 10, 2009 and held that office until December 31,2011. Prior to that, Mr. Gregson was the President and Chief Operating Officer ofForzani, where he worked for 11 years. Mr. Gregson is the Chair of the board ofSporting Life Group (a combination of Sporting Life and Golf Town) and Toys “R”Us Canada, a director of Peak Achievement Athletics and of The Keg RestaurantsLtd., and a former director of MEGA Brands Inc. and Shop.ca Network Inc. Mr.Gregson has a long and distinguished track record of over 30 years in retailoperations. Mr. Gregson holds a Bachelor of Commerce degree from the Universityof Toronto.


8 of 8 BD

Stephen K. Gunn — Mr. Gunn is the Co-Chair of Sleep Country Canada Inc., aposition he has held since 1997. He co-founded Sleep Country Canada in 1994 andserved as its Chief Executive Officer from 1997 to 2014. Mr. Gunn was amanagement consultant with McKinsey & Company from 1981 to 1987 and then co-founded and was President of Kenrick Capital. Mr. Gunn is the Chairman of theBoard of Dollarama Inc. where he has been on the Board since 2009 and he is adirector of Canada Goose Holdings Inc. Mr. Gunn holds a Master of BusinessAdministration from the University of Western Ontario and a B.Sc. degree inElectrical Engineering from Queen’s University.


8 of 8 BD

4 of 4 AC

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Christopher D. Hodgson — Mr. Hodgson is the President of the Ontario MiningAssociation, President of Chris Hodgson Enterprises, a director of Fairfax IndiaHoldings Corporation, Fairfax Africa Holdings Corporation and a director ofCanadian Orebodies Inc. Mr. Hodgson previously served as Lead Director forThe Brick Ltd. As a member of Ontario’s provincial parliament, Mr. Hodgson servedas Minister of Natural Resources, Minister of Northern Development and Mines,Chairman of the Management Board of Cabinet, Commissioner of the Board ofInternal Economy, and Minister of Municipal Affairs and Housing. Previously, heenjoyed a career in municipal government and real estate development and is anHonours Bachelor of Arts graduate from Trent University.


8 of 8 BD

4 of 4 AC

2 of 2 GC&NC

Michael J. Norris — Mr. Norris has been a director of the Company since January 2,2012 and acted as Interim Chair of the Board from October 31, 2013 to April 10,2015. He was Deputy Chair of RBC Capital Markets from 2003 through 2012. Priorto his appointment as Deputy Chair, Mr. Norris held numerous positions withRBC Capital Markets, including Head of the Energy Practice from 1992 through1998 and Head of Global Investment Banking from 1998 through 2003. Prior to hiscareer at RBC Capital Markets, Mr. Norris had a successful career with Mobil Oil andGulf Canada. Mr. Norris currently sits on the board of Keyera Corporation and anumber of private and non-profit organizations. Mr. Norris holds a B.Sc. degree inCivil Engineering from Queen’s University and holds a Master of BusinessAdministration from the University of Western Ontario.


8 of 8 BD

4 of 4 AC

John A. Rothschild — Mr. Rothschild has been a board member of the Companysince October, 2013. He retired from his position as Senior Vice President, RestaurantDevelopment of the Company in November 2014, a position he had held sinceOctober 2013. Mr. Rothschild was the former Chief Executive Officer of PrimeRestaurants Inc. (“Prime”) from 1992 to 2014. Mr. Rothschild has been a seniorofficer and member of the Boards of Directors of Prime’s predecessors since 1988.From 1979 until 1993, Mr. Rothschild worked for Claridge Inc. (formerly CempInvestments Ltd.), rising to become Vice President of Investments, and then Presidentof one of that company’s subsidiaries specializing in investing in small to mediumsized businesses. Mr. Rothschild also sits on the boards of directors of severalCanadian companies. Mr. Rothschild holds a Bachelor of Arts from the University ofToronto, a Master of Business Administration from the University of WesternOntario, and is a FCPA/FCA.


8 of 8 BD

2 of 2 GC&NC

Sean Regan — Mr. Regan is the President of Cara Holdings Limited, a position hehas held since 2013. Mr. Regan was most recently Senior Vice President, CorporateDevelopment at the Company in 2013, where he was responsible for acquisition andpartnership opportunities and the Company’s gift card program. Prior to that,Mr. Regan ran the IT Group including the Call Centre Business at the Company from2009 to 2013, at which time he led the Company’s business transformation process tothe current cloud computing environment. Prior to his work at the Company,Mr. Regan was a commercial helicopter pilot operating in British Columbia.Mr. Regan holds a Master of Business Administration from the University of WesternOntario.


8 of 8 BD

2 of 2 GC&NC

(1) Mr. Aisenstat and Ms. Clark were elected to the Board in May 2018 and each attended all five 2018 board meetingsand Ms. Clark attended one Governance, Compensation and Nominating Committee that took place after they were elected tothe Board.

As of the date hereof, to the knowledge of the Company and based upon information provided to it by the nominees forelection to the Board of Directors, no such nominee is or has been, in the last 10 years, a director or executive officer of anycompany that, while such person was acting in that capacity or within a year of that person ceasing to act in that capacity,became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or institutedany proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to holdits assets, except for Mr. Gunn who was previously a director of Golf Town Canada Inc., which was the issuer of equitysecurities and certain secured notes pursuant to an indenture dated July 24, 2012. Golf Town Canada Inc., together withcertain of its Canadian affiliates (collectively, “Golf Town”), sought and obtained protection under the Companies’ Creditors

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Arrangement Act (the “CCAA”) pursuant to an Initial Order of the Ontario Superior Court of Justice dated September 14,2016. In connection with the CCAA proceedings, Golf Town completed a going concern sale of substantially all of itsbusiness and assets to an entity owned by Fairfax Financial Holdings Limited and certain funds managed by CI InvestmentsInc.

3. Appointment of Auditor and Remuneration

Information concerning fees paid to our external auditors for services they have rendered to us in each of the lasttwo fiscal years can be found in our Annual Information Form under the heading “Audit Committee – External AuditorService Fees”, which is available on SEDAR (www.sedar.com).

Unless a shareholder specifies otherwise in a proxy, the persons named in the accompanying proxy intend to vote infavour of the appointment of KPMG LLP as our auditors to hold office until the next annual meeting and authorize thedirectors to fix KPMG LLP’s remuneration. In order to be effective, the resolution to appoint KPMG LLP as our auditors andto authorize the directors to fix the auditors’ remuneration must be passed by a majority of the votes cast in person or byproxy at the meeting.

4. Shareholder Approval of the RSU Plan

On March 9, 2018 the Board approved a new long term incentive plan framework that aligns employee interestswith shareholder interests. On March 6, 2019, the Board adopted the Restricted Share Unit Plan (the “RSU Plan”), a copy ofwhich is attached hereto as Schedule “B”, subject to receipt of the requisite approvals of the TSX and the shareholders. Thepurpose of the RSU Plan is to assist the Company in attracting, retaining and motivating key employees and directors in thelong-term success of the Company and to promote a greater alignment of their interests with the interests of the Company’sshareholders.

At the Meeting, shareholders will be asked to consider, and, if deemed appropriate, to pass, with or withoutvariation, the Restricted Plan Resolution approving the adoption of the RSU Plan and ratifying the following grants to certaindirectors and key employees:

RSU Granted To Grant Date

Number ofRSU’s

Granted(1)(2)

Number of RSU’sEarned and

Outstanding Vesting Date

William D. GregsonDirector and Executive Chairman ofthe Board

August 9, 2018

May 10, 2018

May 10, 2018

January 1, 2019

8,099

37,500

37,500

8,329

nil

37,500

37,500

n/a

January 1, 2021

May 5, 2021

May 5, 2022

January 1, 2022

Frank HennesseyChief Executive Officer

August 9, 2018

May 10, 2018

May 10, 2018

January 1, 2019

8,099

37,500

37,500

8,329

5,730

37,500

37,500

n/a

January 1, 2021

May 5, 2021

May 5, 2022

January 1, 2022

Kenneth J. GrondinChief Financial Officer

August 9, 2018

May 10, 2018

May 10, 2018

January 1, 2019

8,099

37,500

37,500

8,329

3,094

37,500

37,500

n/a

January 1, 2021

May 5, 2021

May 5, 2022

January 1, 2022

Other Key Employees September 1, 2017(3)

August 9, 2018

January 1, 2019

9,042

141,119

145,121

9,042

48,441

n/a

September 1, 2020

January 1, 2021

January 1, 2022

Total 569,566 291,307

(1) RSU’s are granted at the beginning of each year and are earned only if certain performance conditions are met. Performance criteria are assessed at theend of the fiscal year in which the RSU was granted. The number of RSU’s earned and outstanding represents RSU’s that have been earned as a result ofachieving certain performance conditions.(2) RSU’s are granted based on an annual fixed dollar value of compensation, divided by a 5-day VWAP.

(3) The RSUs were conditionally granted to certain key employees on terms to be set out in a RSU plan to be approved by the Board, the TSX and to beratified by shareholders of the Company. A framework for the RSU grants were later approved by the Board on March 9, 2018.

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The following is a summary of the principal terms of the RSU Plan, which is qualified in its entirety by reference tothe text of the RSU Plan, a copy of which is attached hereto as Schedule “B”:

The Board has sole and complete authority in its discretion to determine the individuals (from among theParticipants (as defined in the RSU Plan)) to whom RSUs may be granted. Restricted share units (“RSUs”)are granted by the Board in such amounts and, subject to the provisions of the RSU Plan, on such terms andconditions as the Board determines, including any applicable limitations, restrictions, vesting period andconditions.

The maximum number of subordinate voting shares that may be issued pursuant to all security-basedcompensation arrangements of the Company, shall be a maximum of fifteen percent (15%) of the issuedand outstanding Shares from time to time. No RSUs may be granted if such grant would have the effect ofcausing the total number of subordinate voting shares subject to RSUs (including all other security-basedcompensation arrangements of the Company, collectively), to exceed the above-noted total number ofsubordinate voting shares reserved for issuance pursuant to the exercise of RSUs.

No assignment or transfer of RSUs, whether voluntary, involuntary, by operation of law or otherwise, vestsany interest or right in such RSUs whatsoever in any assignee or transferee and immediately upon anyassignment or transfer, or any attempt to make the same, such RSUs will terminate and be of no furtherforce or effect.

Subject to any accelerated termination as set forth in the RSU Plan, each RSU, unless otherwise specifiedby the Plan Administrator (as defined in the RSU Plan), expires ten (10) years from the date of grant ofsuch RSU.

Exercise period and vesting provisions under the RSU Plan are as follows:

o Unless otherwise specified by the Plan Administrator at the time of granting an RSU and except asotherwise provided in the RSU Plan, each earned RSU will vest on the third (3rd) anniversary ofthe date of grant of such RSU unless vesting is accelerated as provided for in the RSU Plan.

o Unless otherwise specified by the Plan Administrator at the time of granting an RSU and except asotherwise provided in the RSU Plan, each vested RSU shall be exercisable from the third(3rd) anniversary of the date of grant of such RSU, until the tenth (10th) anniversary of the date ofgrant unless otherwise provided for in the RSU Plan.

o Once an RSU becomes vested, it shall remain vested and shall be exercisable until expiration ortermination of the RSU, unless otherwise specified by the Plan Administrator. Each RSU may beexercised at any time or from time to time, in whole or in part, for up to the total number ofsubordinate voting shares with respect to which it is then exercisable.

Subject to the RSU Plan or unless otherwise specified by the Plan Administrator at the time of granting anRSU, if a Participant dies or becomes disabled while an employee or director of the Company or a RelatedEntity (as defined in the RSU Plan) of the Company or if the employment or term of office of theParticipant with the Company or a Related Entity of the Company terminates due to retirement:

o the executor or administrator of the Participant’s estate or the Participant may exercise any RSUsof the Participant to the extent that the RSUs have vested as at the date of such death, disability orretirement and the right to exercise such RSUs terminates on the earlier of: (i) the date on whichthe Exercise Period of the particular RSU expires; (ii) the date that is one hundred and eighty(180) days after the Participant’s death or disability; or (iii) the date that is two (2) years after theParticipant’s retirement; and

o earned RSUs where the applicable Performance Conditions (as defined in the RSU Plan) havebeen satisfied but have not vested by the applicable Termination Date (as defined in the RSU Plan)

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will accelerate and vest on a pro-rata basis, up to the applicable Termination Date.

A Participant’s eligibility to receive further grants of RSUs under this Plan ceases as of the date of suchParticipant’s death, disability or retirement.

Subject to the RSU Plan, or unless otherwise specified by the Plan Administrator at the time of granting anRSU:

o Where, in the case of an Employee Participant (as defined in the RSU Plan), such employment isterminated by the Company or a Related Entity of the Company without cause, then any RSUsheld by the Employee Participant that have vested as at the Termination Date shall be exercisableby the Participant until the earlier of: (i) the date on which the Exercise Period of the particularRSU expires; or (ii) the date that is ninety (90) days after the Termination Date. Any RSUs heldby the Participant that have not vested as at the Termination Date immediately expire and arecancelled on the Termination Date.

o Where, in the case of an Employee Participant, such employment terminates by reason of: (i)termination by the Company or a Related Entity of the Company for cause; or (ii) voluntaryresignation by the Participant, then any RSUs held by the Participant, that have not vested as at theTermination Date, immediately expire and are cancelled on the Termination Date.

o Where, in the case of an Employee Participant, such employment terminates by reason ofvoluntary resignation by the Employee Participant, then the RSUs held by the EmployeeParticipant that have vested as at the Termination Date shall be exercisable by the EmployeeParticipant until the earlier of: (i) the date on which the Exercise Period of the particular RSUexpires; or (ii) the date that is ninety (90) days after the Termination Date.

o Where, in the case of an Employee Participant, such employment terminates by reason oftermination by the Company or a Related Entity of the Company for cause then any RSUs held bythe Employee Participant, that have vested as at the Termination Date shall be exercisable by theEmployee Participant until the earlier of: (i) the date on which the Exercise Period of the particularRSU expires; or (ii) the date that is ninety (90) days after the Termination Date, provided theEmployee Participant’s termination is not due to criminal act (as determined by the PlanAdministrator in its sole discretion), in which case the Employee Participant’s right to exerciseshall not apply and the vested RSUs shall immediately expire and be cancelled on the TerminationDate.

o Where, in the case of a director, a Participant ceases to hold office by reason of (i) removal by theshareholders of the Company or of the Related Entity of the Company may be, or (ii) voluntaryresignation by the Participant, then any RSUs held by the Participant that have vested as at theTermination Date shall be exercisable by the Participant until the earlier of: (i) the date on whichthe Exercise Period of the particular RSU expires; or (ii) the date that is sixty (60) days after theTermination Date. Any RSUs held by the Participant that have not vested as at the TerminationDate, immediately expire and are cancelled on the Termination Date.

o Where, in the case of a director, a Participant ceases to hold office and it was determined by thePlan Administrator (in its sole discretion) that such director committed a criminal act then anyRSUs held by the Participant, whether or not they have vested as at the Termination Date,immediately expire and are cancelled on the Termination Date.

o A Participant’s eligibility to receive further grants of RSUs under this Plan ceases as of the datethat the Company or a Related Entity of the Company provides the Participant with writtennotification that the Participant’s employment is terminated, notwithstanding that such date maybe prior to the Termination Date.

o At any time and from time to time, unless the Plan Administrator, in its discretion, otherwisedetermines, RSUs are not affected by a change of employment or service within or among theCompany or a Related Entity of the Company for so long as the Employee Participant continues to

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be an employee of the Company or for so long as the director continues to be a director or officerof the Company.

In the case of a Liquidity Event (as defined in the RSU Plan) all granted and unvested RSUs that have beenearned by achieving the applicable Performance Conditions shall vest on an accelerated basis.

Although dividends may be declared and paid on subordinate voting shares, additional RSUs shall not becredited to the Participant’s RSU account if any dividends are declared/paid.

If there is any change in the outstanding subordinate voting shares by reason of any stock dividend or split,or in connection with a reclassification, reorganization, consolidation, distribution, merger or amalgamationor other change of subordinate voting shares, the Board shall make, the appropriate substitution oradjustment in order to maintain the Participants’ economic rights in respect of their RSUs in connectionwith such change, including without limitation adjustments to the number of RSUs recorded in theParticipant’s notional account

The Board may amend, suspend or terminate the RSU Plan, or any portion thereof, at any time, subject tothose provisions of applicable law (including, without limitation, the rules, regulations and policies of theTSX), if any, that require the approval of securityholders or any governmental or regulatory body.However, except as expressly set forth therein, no action of the Board or securityholders may adverselyalter or impair the rights of a Participant without the consent of the affected Participant under any RSUspreviously granted to the Participant. Without limiting the generality of the foregoing, the Board may makethe following types of amendments to the RSU Plan without seeking securityholder approval: (i)amendments of a “housekeeping” or administrative nature, including any amendment for the purpose ofcuring any ambiguity, error or omission in the RSU Plan or to correct or supplement any provision of theRSU Plan that is inconsistent with any other provision of the RSU Plan; (ii) amendments necessary tocomply with the provisions of applicable law (including, without limitation, the rules, regulations andpolicies of the TSX); (iii) amendments necessary for grants to qualify for favourable treatment underapplicable tax laws; (iv) any amendment to the vesting provisions of the RSU Plan or any RSU, providedsuch amendment does not entail an extension beyond the expiry of the Exercise Period; (v) any amendmentto the termination or early termination provisions of the RSU Plan or any RSU; and (vi) amendmentsnecessary to suspend or terminate the RSU Plan.

Securityholder approval will be required for the following types of amendments to the RSU Plan: (i)amendments to the number of subordinate voting shares issuable under the RSU Plan, including an increaseto a fixed maximum percentage of subordinate voting shares or a change from a fixed maximum percentageof subordinate voting shares to a fixed maximum number; (ii) any amendment to the RSU Plan thatincreases the length of the period after a blackout period during which RSUs may be exercised; (iii) anyamendment extending the term of an RSU held by an insider beyond the expiry of its Exercise Period,except as provided under Section 4.2 of the RSU Plan; (iv) any amendment to the amendment provisionsgranting additional powers to the Board to amend the RSU Plan without securityholder approval; (v) anyamendment which would allow for the transfer or assignment of RSUs under the RSU Plan, other than fornormal estate settlement purposes; and (vi) amendments required to be approved by securityholders underapplicable law (including the rules, regulations and policies of the TSX).

If the RSU Plan is terminated, the provisions of the RSU Plan and any administrative guidelines and otherrules and regulations adopted by the Board and in force on the date of termination will continue in effect aslong as any RSU or any rights pursuant thereto remain outstanding and, notwithstanding the termination ofthe RSU Plan, the Board will remain able to make such amendments to the RSU Plan or the RSU as theywould have been entitled to make if the RSU Plan were still in effect.

The Restricted Plan Resolution is an ordinary resolution, which must be passed by more than 50% of the votes castby those shareholders entitled to vote, whether case in person or by proxy, excluding the votes cast by shareholders and theirassociates and affiliates benefitting from the RSU Plan. In addition, holders of subordinate voting shares are entitled to votewith holders of multiple voting shares on a basis proportionate to their residual equity interests in the Company. In theabsence of contrary instructions, the persons named in the accompanying form of proxy intend to vote the sharesrepresented thereby FOR the Restricted Plan Resolution.

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The Restricted Plan Resolution is as follows:

“BE IT RESOLVED as ordinary resolutions of Recipe Unlimited Corporation (the “Company”) that:

1. the adoption of the Restricted Share Unit Plan (“RSU Plan”) as described in the management information circularof the Company dated April 3, 2019 is hereby approved, ratified and confirmed;

2. the granting of the Company, subject to receipt of all necessary regulatory approvals of the RSU Plan, of anaggregate of 559,566 RSUs (as defined in the RSU Plan) to Mr. Gregson, Mr. Grondin, Mr. Hennessey and selectkey employees in 2018 and 2019 is hereby ratified and approved;

3. the Company is hereby authorized and directed to issue such subordinate voting shares pursuant to the RSU Planas fully paid and non-assessable subordinate voting shares of the Company; and

4. any one director or officer of the Company is hereby authorized and directed for and on behalf of the Company toexecute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to bedone all such acts and things, as such director or officer may deem necessary or desirable in connection with theforegoing resolution.”

The Board recommends that shareholders vote in favour of the Restricted Plan Resolution. Unless a shareholderdirects that his or her shares are to be voted against this resolution, the persons named in the enclosed form of proxy intendvote FOR the Restricted Plan Resolution.

5. Shareholder Approval of the PSU Plan

On March 9, 2018 the Board approved a new long term incentive plan framework that aligns employee interestswith shareholder interests. On March 6, 2019, the Board adopted the Performance Share Unit Plan (the “PSU Plan”), a copyof which is attached hereto as Schedule “C”, subject to receipt of the requisite approvals of the TSX and the shareholders.The purpose of the PSU Plan is to assist the Company in attracting, retaining and motivating key employees and directors inthe long-term success of the Company and to promote a greater alignment of their interests with the interests of theCompany’s shareholders.

PSU’s will be granted at the beginning of each year and are earned when certain target long-term performanceconditions are achieved. The total number of PSU’s earned can double if maximum performance conditions are met.

At the Meeting, shareholders will be asked to consider, and, if deemed appropriate, to pass, with or withoutvariation, the Performance Share Resolution approving the adoption of the PSU Plan and following grants to certain directorsand key employees:

RSU Granted To Grant DateTarget PSU

Grant (1)(2)Maximum PSU

Grant (1)(2)


August 9, 2018

January 1, 2019

5,730

5,893

11,461

11,786


August 9, 2018

January 1, 2019

10,506

10,804

21,011

21,607


August 9, 2018

January 1, 2019

5,730

5,893

11,461

11,786

Other Key Employees November 30, 2017(3)

August 9, 2018

January 1, 2019

60,000

15,281

15,714

100,000

30,562

31,429

Total 135,551 251,103

(1) PSU’s are granted at the beginning of each year and are earned only if certain performance conditions are met. PSU performance conditions are based oncertain 3-year targets. PSU’s are earned only if the target is achieved at the end of the 3-year period and vest 5 years from the grant date.(2) PSU’s are granted based on an annual fixed dollar value of compensation, divided by a 5-day VWAP.(3) The PSUs were conditionally granted to certain key employees on terms to be set out in a PSU plan to be approved by the Board, the TSX and to be

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ratified by shareholders of the Company. A framework for the PSU grants were later approved by the Board on March 9, 2018.

The following is a summary of the principal terms of the PSU Plan, which is qualified in its entirety by reference tothe text of the PSU Plan, a copy of which is attached hereto as Schedule “C”:

The Board has sole and complete authority in its discretion to determine the individuals (from among theParticipants (as defined in the PSU Plan)) to whom PSUs may be granted. Performance share units(“PSUs”) are granted by the Board in such amounts and, subject to the provisions of the PSU Plan, on suchterms and conditions as the Board determines, including any applicable limitations, restrictions, vestingperiod and conditions.

The maximum number of subordinate voting shares that may be issued pursuant to all security-basedcompensation arrangements of the Company, shall be a maximum of fifteen percent (15%) of the issuedand outstanding Shares from time to time. No PSUs may be granted if such grant would have the effect ofcausing the total number of subordinate voting shares subject to PSUs (including all other security-basedcompensation arrangements of the Company, collectively), to exceed the above-noted total number ofsubordinate voting shares reserved for issuance pursuant to the exercise of PSUs.

No assignment or transfer of PSUs, whether voluntary, involuntary, by operation of law or otherwise, vestsany interest or right in such PSUs whatsoever in any assignee or transferee and immediately upon anyassignment or transfer, or any attempt to make the same, such PSUs will terminate and be of no furtherforce or effect.

Subject to any accelerated termination as set forth in the PSU Plan, each PSU, unless otherwise specifiedby the Plan Administrator (as defined in the PSU Plan), expires ten (10) years from the date of grant ofsuch PSU.

Exercise period and vesting provisions under the PSU Plan are as follows:

o Unless otherwise specified by the Plan Administrator at the time of granting a PSU and except asotherwise provided in the PSU Plan, each earned PSU will vest on the fifth (5th) anniversary of thedate of grant of such PSU unless vesting is accelerated as provided for in the PSU Plan.

o Unless otherwise specified by the Plan Administrator at the time of granting a PSU and except asotherwise provided in the PSU Plan, each vested PSU shall be exercisable from the fifth(5th) anniversary of the date of grant of such PSU, until the tenth (10th) anniversary of the date ofgrant unless otherwise provided for in the PSU Plan.

o Once a PSU becomes vested, it shall remain vested and shall be exercisable until expiration ortermination of the PSU, unless otherwise specified by the Plan Administrator. Each PSU may beexercised at any time or from time to time, in whole or in part, for up to the total number ofsubordinate voting shares with respect to which it is then exercisable.

Subject to the PSU Plan or unless otherwise specified by the Plan Administrator at the time of granting aPSU, if a Participant dies or becomes disabled while an employee or director of the Company or a RelatedEntity (as defined in the PSU Plan) of the Company or if the employment or term of office of theParticipant with the Company or a Related Entity of the Company terminates due to retirement:

o the executor or administrator of the Participant’s estate or the Participant may exercise any PSUsof the Participant to the extent that the PSUs have vested as at the date of such death, disability orretirement and the right to exercise such PSUs terminates on the earlier of: (i) the date on whichthe Exercise Period of the particular PSU expires; (ii) the date that is one hundred and eighty (180)days after the Participant’s death or disability; or (iii) the date that is two (2) years after theParticipant’s retirement; and

o PSUs that have earned the applicable Performance Conditions (as defined in the PSU Plan) buthave not vested by the applicable Termination Date (as defined in the PSU Plan) will accelerate

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and vest on a pro-rata basis, up to the applicable Termination Date.

A Participant’s eligibility to receive further grants of PSUs under this Plan ceases as of the date of suchParticipant’s death, disability or retirement.

Subject to the PSU Plan, or unless otherwise specified by the Plan Administrator at the time of granting aPSU:

o Where, in the case of an Employee Participant (as defined in the PSU Plan), such employment isterminated by the Company or a Related Entity of the Company without cause, then any PSUsheld by the Employee Participant that have vested as at the Termination Date shall be exercisableby the Participant until the earlier of: (i) the date on which the Exercise Period of the particularPSU expires; or (ii) the date that is ninety (90) days after the Termination Date. Any PSUs held bythe Participant that have not vested as at the Termination Date immediately expire and arecancelled on the Termination Date.

o Where, in the case of an Employee Participant, such employment terminates by reason of: (i)termination by the Company or a Related Entity of the Company for cause; or (ii) voluntaryresignation by the Participant, then any PSUs held by the Participant, that have not vested as at theTermination Date, immediately expire and are cancelled on the Termination Date.

o Where, in the case of an Employee Participant, such employment terminates by reason ofvoluntary resignation by the Employee Participant, then the PSUs held by the EmployeeParticipant that have vested as at the Termination Date shall be exercisable by the EmployeeParticipant until the earlier of: (i) the date on which the Exercise Period of the particular PSUexpires; or (ii) the date that is ninety (90) days after the Termination Date.

o Where, in the case of an Employee Participant, such employment terminates by reason oftermination by the Company or a Related Entity of the Company for cause then any PSUs held bythe Employee Participant, that have vested as at the Termination Date shall be exercisable by theEmployee Participant until the earlier of: (i) the date on which the Exercise Period of the particularPSU expires; or (ii) the date that is ninety (90) days after the Termination Date, provided theEmployee Participant’s termination is not due to criminal act (as determined by the PlanAdministrator in its sole discretion), in which case the Employee Participant’s right to exerciseshall not apply and the vested PSUs shall immediately expire and be cancelled on the TerminationDate.

o Where, in the case of a director, a Participant ceases to hold office by reason of (i) removal by theshareholders of the Company or of the Related Entity of the Company may be, or (ii) voluntaryresignation by the Participant, then any PSUs held by the Participant that have vested as at theTermination Date shall be exercisable by the Participant until the earlier of: (i) the date on whichthe Exercise Period of the particular PSU expires; or (ii) the date that is sixty (60) days after theTermination Date. Any PSUs held by the Participant that have not vested as at the TerminationDate, immediately expire and are cancelled on the Termination Date.

o Where, in the case of a director, a Participant ceases to hold office and it was determined by thePlan Administrator (in its sole discretion) that such director committed a criminal act then anyPSUs held by the Participant, whether or not they have vested as at the Termination Date,immediately expire and are cancelled on the Termination Date.

o A Participant’s eligibility to receive further grants of PSUs under this Plan ceases as of the datethat the Company or a Related Entity of the Company provides the Participant with writtennotification that the Participant’s employment is terminated, notwithstanding that such date maybe prior to the Termination Date.

o At any time and from time to time, unless the Plan Administrator, in its discretion, otherwisedetermines, PSUs are not affected by a change of employment or service within or among theCompany or a Related Entity of the Company for so long as the Employee Participant continues to

17

be an employee of the Company or for so long as the director continues to be a director or officerof the Company.

In the case of a Liquidity Event (as defined in the PSU Plan) all granted and unvested PSUs that have beenearned by achieving the applicable Performance Conditions shall vest on an accelerated basis.

Although dividends may be declared and paid on subordinate voting shares, additional PSUs shall not becredited to the Participant’s PSU account if any dividends are declared/paid.

If there is any change in the outstanding subordinate voting shares by reason of any stock dividend or split,or in connection with a reclassification, reorganization, consolidation, distribution, merger or amalgamationor other change of subordinate voting shares, the Board shall make, the appropriate substitution oradjustment in order to maintain the Participants’ economic rights in respect of their PSUs in connectionwith such change, including without limitation adjustments to the number of PSUs recorded in theParticipant’s notional account

The Board may amend, suspend or terminate the PSU Plan, or any portion thereof, at any time, subject tothose provisions of applicable law (including, without limitation, the rules, regulations and policies of theTSX), if any, that require the approval of securityholders or any governmental or regulatory body.However, except as expressly set forth therein, no action of the Board or securityholders may adverselyalter or impair the rights of a Participant without the consent of the affected Participant under any PSUspreviously granted to the Participant. Without limiting the generality of the foregoing, the Board may makethe following types of amendments to the PSU Plan without seeking securityholder approval: (i)amendments of a “housekeeping” or administrative nature, including any amendment for the purpose ofcuring any ambiguity, error or omission in the PSU Plan or to correct or supplement any provision of thePSU Plan that is inconsistent with any other provision of the PSU Plan; (ii) amendments necessary tocomply with the provisions of applicable law (including, without limitation, the rules, regulations andpolicies of the TSX); (iii) amendments necessary for grants to qualify for favourable treatment underapplicable tax laws; (iv) any amendment to the vesting provisions of the PSU Plan or any PSU, providedsuch amendment does not entail an extension beyond the expiry of the Exercise Period; (v) any amendmentto the termination or early termination provisions of the PSU Plan or any PSU; and (vi) amendmentsnecessary to suspend or terminate the PSU Plan.

Securityholder approval will be required for the following types of amendments to the PSU Plan: (i)amendments to the number of subordinate voting shares issuable under the PSU Plan, including an increaseto a fixed maximum percentage of subordinate voting shares or a change from a fixed maximum percentageof subordinate voting shares to a fixed maximum number; (ii) any amendment to the PSU Plan thatincreases the length of the period after a blackout period during which PSUs may be exercised; (iii) anyamendment extending the term of a PSU held by an insider beyond the expiry of its Exercise Period, exceptas provided under Section 4.2 of the PSU Plan; (iv) any amendment to the amendment provisions grantingadditional powers to the Board to amend the PSU Plan without securityholder approval; (v) any amendmentwhich would allow for the transfer or assignment of PSUs under the PSU Plan, other than for normal estatesettlement purposes; and (vi) amendments required to be approved by securityholders under applicable law(including the rules, regulations and policies of the TSX).

If the PSU Plan is terminated, the provisions of the PSU Plan and any administrative guidelines and otherrules and regulations adopted by the Board and in force on the date of termination will continue in effect aslong as any PSU or any rights pursuant thereto remain outstanding and, notwithstanding the termination ofthe PSU Plan, the Board will remain able to make such amendments to the PSU Plan or the PSU as theywould have been entitled to make if the PSU Plan were still in effect.

The Performance Share Resolution is an ordinary resolution, which must be passed by more than 50% of the votescast by those shareholders entitled to vote, whether case in person or by proxy, excluding the votes cast by shareholders andtheir associates and affiliates benefitting from the PSU Plan. In addition, holders of subordinate voting shares are entitled tovote with holders of multiple voting shares on a basis proportionate to their residual equity interests in the Company. In theabsence of contrary instructions, the persons named in the accompanying form of proxy intend to vote the sharesrepresented thereby FOR the Performance Share Resolution.

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The Performance Share Resolution is as follows:

“BE IT RESOLVED as ordinary resolutions of Recipe Unlimited Corporation (the “Company”) that:

1. the adoption of the Performance Share Unit Plan (“PSU Plan”) as described in the management informationcircular of the Company dated April 3, 2019 is hereby approved, ratified and confirmed;

2. the granting of the Company, subject to receipt of all necessary regulatory approvals of the PSU plan, of anaggregate maximum 251,103 PSUs (as defined by the PSU plan) to select key employees and directors in 2017,2018 and 2019 is hereby ratified and approved;

3. the Company is hereby authorized and directed to issue such subordinate voting shares pursuant to the PSUPlan as fully paid and non-assessable subordinate voting shares of the Company; and

4. any one director or officer of the Company is hereby authorized and directed for and on behalf of the Companyto execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or causeto be done all such acts and things, as such director or officer may deem necessary or desirable in connectionwith the foregoing resolution.”

The Board recommends that shareholders vote in favour of the Performance Share Resolution. Unless a shareholderdirects that his or her shares are to be voted against this resolution, the persons named in the enclosed form of proxy intendvote FOR the Performance Share Resolution.

Other Business

Our management is not aware of any other matters which are to be presented at the meeting. However, if anymatters other than those referred to herein should be presented at the meeting, the persons named in the enclosed proxy areauthorized to vote the shares represented by the proxy in their discretion and in accordance with their best judgment.

SECTION III – EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Overview

The following discussion describes the significant elements of the compensation of the Company’s ExecutiveChairman of the Board, Chief Executive Officer; Chief Financial Officer; Vice Chair and President, Groupe St-Hubert(collectively, the “named executive officers” or “NEOs”), namely:

William D. Gregson, Executive Chairman of the Board

Frank Hennessey, Chief Executive Officer;

Kenneth J. Grondin, Chief Financial Officer;

David Aisenstat, Vice Chair; and

Pierre Rivard, President, Groupe St-Hubert.

Compensation Discussion and Analysis

Overview

The Governance, Compensation and Nominating Committee, in consultation with the Chief Executive Officer, isresponsible for establishing, reviewing and overseeing the compensation policies of the Company and compensation of theexecutive officers. The Company’s executive compensation program is designed to attract, retain and motivate highlyqualified executives while also aligning the interests of the executives with the Company’s shareholders.

Our executive compensation program is designed to (i) align the interests of our executives with our shareholders bylinking compensation with our performance, and (ii) to be competitive on a total compensation basis in order to attract andretain executives. The remuneration of our NEOs consists of an annual base salary, an annual bonus and long-term equityincentives, consisting of options granted from time to time under the Company’s 2015 share option plan (the “Share Option

19

Plan”). Effective 2019, the Company’s long-term equity-based incentive compensation program for the NEOs consists ofoptions granted under the Share Option Plan, RSUs granted under the RSU Plan and PSUs granted under the PSU Plan.Perquisites and personal benefits are not a significant element of compensation of our executive officers.

Each year, our Chief Executive Officer makes compensation recommendations to the Governance, Compensationand Nominating Committee in consideration of the achievements of our executive team during the year and our corporateobjective to achieve a high rate of return on invested capital and build long-term shareholder value. The Governance,Compensation and Nominating Committee evaluates the factors considered by our Chief Executive Officer along withinformation provided by the Company’s human resources department gathered from third party sources and surveys detailingmarket compensation ranges for executive officers of similar enterprises and decides whether to approve or adjust therecommendations for compensation of our executive officers. The Governance, Compensation and Nominating Committeeseparately considers the compensation for our Chief Executive Officer, as more fully described below.

Mr. Gregson, in his previous role as Chief Executive Officer, proposed to our Governance, Compensation andNominating Committee the remuneration of our executive officers for 2018. The Governance, Compensation and NominatingCommittee considered the proposals by Mr. Gregson, which included a description of the accomplishments of our executives.The Governance, Compensation and Nominating Committee evaluated and approved the compensation of our executiveofficers for 2018. Details of the compensation awarded to our named executive officers for 2016 to 2018 are shown in the“Summary Compensation Table” below.

Compensation Risk

In reviewing the compensation policies and practices of the Company each year, the Governance, Compensation andNominating Committee seeks to ensure that the executive compensation program provides an appropriate balance of risk andreward consistent with the risk profile of the Company. The Governance, Compensation and Nominating Committee alsoseek to ensure that the Company’s compensation practices do not encourage excessive risk-taking behaviour by the executiveteam. The Company’s long-term incentive plan has been designed to focus on the long-term performance of the Company,which discourages executives from taking excessive risks in order to achieve short-term, unsustainable performance.

All of the Company’s executives, including the NEOs, directors and senior employees are subject to the Company’sinsider trading policy, which prohibits trading in the securities of the Company while in possession of material undisclosedinformation about the Company. Under this policy, such individuals are also be prohibited from entering into certain types ofhedging transactions involving the securities of the Company, such as short sales, puts and calls, that are designed to hedge oroffset any decrease in market value of our equity securities. Furthermore, the Company permits executives, including theNEOs, to trade in the Company’s securities, including the exercise of options, only during prescribed trading windows.

Base salaries

A primary element of the Company’s compensation program is base salary. The Company’s view is that acompetitive base salary is a necessary element for attracting and retaining qualified executive officers. The amount payable toan executive officer is determined based on the scope of the executive’s responsibilities and prior experience, while takinginto account competitive market compensation and overall market demand for such executives at the time of hire.

Base salaries are reviewed annually and increased for merit reasons based on the executive’s success in meeting orexceeding Company and individual objectives. Additionally, base salaries can be adjusted as warranted throughout the yearto reflect promotions or other changes in the scope or breadth of an executive’s role or responsibilities, as well as for marketcompetitiveness.

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Annual bonuses

Annual bonuses are designed to motivate executive officers to meet the Company’s business objectives and, inparticular, annual financial performance targets. Bonuses are earned and measured with reference to the Company’sOperating EBITDA (as defined in our Annual Information Form) and, where applicable, that of any specific brand(s) forwhich the applicable executive officer has responsibility. Annual bonus targets are set as a percentage of the relevantindividuals’ base salary (generally 25% of base salary) and can double (up to 50% of base salary) base salary, if maximumfinancial performance targets are achieved. The Company sets Operating EBITDA targets each year in connection with theannual budget process to ensure that bonus targets are realized at predetermined levels of Operating EBITDA growth,representing a significant improvement over the prior year and/or budget. Under the current program, all bonus payouts arerendered in cash. In the case of David Aisenstat, his Management Agreement (as defined below) provides that he will beentitled to an annual discretionary bonus of between $150,000 and $750,000, the amount each year to be determined by theBoard.

For 2018, bonus targets were set based on improved Operating EBITDA performance over 2017. The overallportion of 2018 annual bonuses was generally paid out at 10% of target base salary for eligible participants. Like 2018, 2019annual bonus targets have been set based on improving Operating EBITDA performance as compared to 2018.

Long-term incentives

Share Option Plan

Our executive officers, along with other employees and non-employee directors, are eligible to participate in theShare Option Plan. The purpose of the Share Option Plan is to motivate and provide rewards for the senior management teamand other plan participants to achieve long-term goals of improving the performance of the Company and increasingshareholder value. Under the Share Option Plan, the Company awards long-term incentives in the form of options, the valuesof which are directly linked to the change in value of the subordinate voting shares.

Executives and employees eligible for grants under the Share Option Plan generally receive them as determined bythe Board from time to time on an annual basis. The value of awards under the Share Option Plan is based on an employee’sseniority of job function. All grants are reviewed and approved by the Governance, Compensation and NominatingCommittee and the Board as part of its regular compensation review.

Administration

The Share Option Plan is administered by the Board. The Board determines which employees and non-employeedirectors of the Company or a related entity of the Company are eligible to receive options to purchase subordinate votingshares (“Options”) under the Share Option Plan. In addition, the Board administers and interprets the Share Option Plan andmay adopt, amend, prescribe or rescind any administrative guidelines or other rules and regulations relating to the ShareOption Plan, as it deems appropriate, to the extent permitted by applicable law (including stock exchange rules). On May 12,2015, the Board delegated the authority to determine the number of Options to be granted to the management level directors,lead chefs, vice presidents, senior vice presidents, the Chief Executive Officer and the Chief Financial Officer to Mr.Gregson, subject to confirmation by the Board.

To the extent permitted by law, the Board may delegate its powers under the Share Option Plan to the Governance,Compensation and Nominating Committee. In such event, the Governance, Compensation and Nominating Committee willexercise the powers delegated to it by the Board in the manner and on such terms authorized by the Board, and all decisionsmade, or actions taken, by the Governance, Compensation and Nominating Committee arising in connection with theadministration or interpretation of the Share Option Plan, within its delegated authority, are final and conclusive.

Eligibility

All current non-employee directors and employees of the Company or related entities of the Company are eligible toparticipate in the Share Option Plan.

Subordinate Voting Shares Subject to the Share Option Plan and Participation Limits

The Share Option Plan provides that the number of subordinate voting shares available for issuance upon exercise of

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options (including Options, options granted under the Legacy Share Option Plan (as defined below)), options granted underthe Legacy CEO Share Option Plan (as defined below) (“CEO Options”) and options granted under the director share optionplan (“Director Options”) (collectively, the “Option Plans”) will not exceed 15% of the Company’s issued and outstandingShares from time to time. If, for any reason, any Options or CEO Options terminate prior to their exercise in full or areexercised or cancelled, the subordinate voting shares subject to such Options or CEO Options, as the case may be, will againbecome available for issuance under the Share Option Plan. As a result, the Share Option Plan is considered an “evergreen”plan. Accordingly, pursuant to the rules of the TSX, the Share Option Plan will be subject to ratification of the unallocatedentitlements by securityholders other than insiders eligible to participate in the Share Option Plan, every three years. TheShare Option Plan is not subject to any insider or other participation limits. The Share Option Plan is herein presented in theBusiness of the Meeting section of this document under the heading “Shareholder Ratification of Unallocated Entitlementsunder the Share Option Plan”. Thereafter, the Share Option Plan will next be presented to the shareholders of the Companyfor ratification of the unallocated entitlements under its evergreen plan at the Company’s 2021 Annual Meeting.

As at March 19, 2019, 7,407,523 options were outstanding under the Option Plans, representing approximately 12%of the Company’s issued and outstanding shares. The total number of options outstanding represents 698,067 Optionsoutstanding under the Legacy Share Option Plan, 4,290,101 options outstanding under the Share Option Plan, 2,419,355 CEOOptions granted under the Legacy CEO Share Option Plan and nil Director Options granted under the director share optionplan and the Legacy Director Share Option Plan.

Security Based Award Burn Rate for the Last Three Years

Pursuant to TSX rules, the Company is required to calculate and disclose the annual “burn rate” of its Options andany other security based awards for the three most recently completed financial years. The annual burn rate is equal to thenumber of options and any other security based awards granted in the applicable year, divided by the weighted averagenumber of Shares outstanding in that year, expressed as a percentage. The Company’s average burn rate over the last threefinancial years is 2.44%.

Financial Year End Burn Rate (%)

December 26, 2016 0.17%

December 31, 2017 0.89%

December 30, 2018 6.31%

Exercise and Vesting

The Board may grant Options to any participant under the Share Option Plan at any time. The exercise price forOptions will be determined by the Board, but may not be less than the greater of (i) the fair market value of a subordinatevoting share (generally being the volume weighted average trading price of the subordinate voting shares on the TSX duringthe five trading days immediately preceding the applicable day (the “Market Value”)) on the date the Option is granted, and(ii) the price required by applicable regulatory authorities.

Unless otherwise specified in a participant’s option agreement, Options will vest on the third anniversary of theirdate of grant. Each vested Option becomes exercisable on the later of (i) January 1, 2019, and (ii) the third anniversary of thedate of grant. Unless otherwise specified by the Board, each Option expires on the eighth anniversary of the date of grant,except in the case where the expiry period falls during a blackout period, in which case the expiry period will beautomatically extended until 10 business days after the end of the blackout period. The Share Option Plan also provides forearlier expiration of Options upon the occurrence of certain events, including the termination of a participant’s employment.

In order to facilitate the payment of the exercise price in respect of the Options, the Share Option Plan has a cashlessexercise feature. The participant may elect to receive (i) an amount in cash per Option equal to the cash proceeds realizedupon the sale of the subordinate voting shares by a securities dealer in the capital markets, less the applicable exercise priceand any applicable withholding taxes, (ii) an aggregate number of subordinate voting shares that is equal to the number ofsubordinate voting shares underlying the Options minus the number of subordinate voting shares sold by a securities dealer in

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the capital markets as required to realize cash proceeds equal to the applicable exercise price and any applicable withholdingtaxes, or (iii) a combination of (i) and (ii). The transfer cost incurred to sell the subordinate voting shares will be deductedfrom the net proceeds payable to the participant.

Termination of Employment

Unless otherwise permitted by the Board, upon a participant’s qualified retirement after 2019, death or disability,any unvested Options held by the participant as at the termination date will accelerate and vest on a pro rata basis up to thetermination date. All of a participant’s vested Options may be exercised until the earlier of (i) the expiry date of the Options,or (ii) 180 days after the termination date, after which time all Options will expire. The concept of retirement is qualified inaccordance with the terms of the Share Option Plan.

Unless otherwise permitted by the Board, upon termination of a participant’s employment without cause, any vestedOptions held by the participant as at the termination date may be exercised until the earlier of (i) the expiry date of theOptions, or (ii) 90 days after the termination date, after which time all Options will expire. Any unvested Options held by theparticipant as at the termination date immediately expire.

Unless otherwise permitted by the Board, upon termination of a participant’s employment for cause or theparticipant voluntarily resigns, any unvested Options held by the participant as at the termination date immediately expire. Ifa participant’s employment is terminated by voluntary resignation, then the participant’s vested Options continue to beexercisable until the earlier of (a) the expiry date of the Options, or (b) 90 days after the termination date, after which time allOptions will expire. If a participant’s employment is terminated for cause, any vested Options may be exercised until theearlier of (i) the expiry date of the Options, or (ii) 90 days after the termination date (provided the termination is not due to acriminal act, in which case all vested Options will immediately expire), after which time all Options will expire.

Unless otherwise permitted by the Board, if the participant is a director who ceases to hold office as a result of (i) hisor her removal by shareholders, or (ii) voluntary resignation, any vested Options held by the participant as at the terminationdate may be exercised until the earlier of (a) the expiry date of the Options, or (b) 60 days after the termination date (providedthe termination is not due to a criminal act, in which case all vested Options will immediately expire), after which time allOptions will expire. Any unvested Options held by the participant as at the termination date immediately expire.

Adjustments

In the event of any change in the Company’s capital structure, the payment of an extraordinary stock dividend orany other change made in the capitalization of the Company, that, in the opinion of the Board, would warrant the amendmentor replacement of any existing Options (collectively, the “Adjustment Events”), the Share Option Plan provides forappropriate adjustments in the number of subordinate voting shares that may be acquired upon the exercise of Options or theexercise price of outstanding Options (collectively, the “Adjustments”), as necessary in order to preserve proportionately therights and obligations of the participants under the Share Option Plan.

In the event of an amalgamation, combination, merger or other reorganization involving the Company by exchangeof subordinate voting shares, by sale or lease of assets or otherwise, that, in the opinion of the Board, warrants thereplacement or amendment of any existing Options, the Board may make Adjustments in order to preserve proportionatelythe rights and obligations of the participants under the Share Option Plan.

In the event that the Board determines that the Adjustments would not preserve proportionately the rights andobligations of the participants, or the Board otherwise determines it is appropriate, the Board may permit the vesting and/orexercise of any outstanding Options that are not otherwise vested and/or exercisable and the cancellation of any outstandingOptions which are not exercised within any specified period.

Amendment or Discontinuance

The Board may, at any time, amend, suspend or terminate the Share Option Plan, or any portion thereof, subject toapplicable law (including stock exchange rules) that requires the approval of securityholders or any governmental orregulatory body, provided that no such action may be taken that adversely alters or impairs any rights of a participant underany Option previously granted without the consent of such affected participant.

Notwithstanding the above, the Board may make amendments to the Share Option Plan without seeking

23

securityholder approval, including, for example (and without limitation), housekeeping amendments, amendments to complywith applicable laws or to qualify for favourable treatment under tax laws or amendments to accelerate vesting. Thefollowing types of amendments cannot be made without obtaining securityholder approval:

1. amendments to the number of subordinate voting shares reserved for issuance;

2. increases in the length of the period after a blackout period during which Options may be exercised;

3. amendments which would result in the exercise price for any Option being lower than the Market Value atthe time the Option is granted;

4. reductions to the exercise price of an Option, other than pursuant to an Adjustment Event;

5. extension of the term of an Option held by an insider beyond the expiry of its exercise period;

6. amendments to the amendment provisions;

7. permitting awards to be transferred or assigned, other than for normal estate settlement purposes; and

8. amendments required to be approved by securityholders under applicable law (including the rules,regulations and policies of the TSX).

Assignment

Except as required by law and subject to the retirement, death or disability of a participant, no assignment or transferof Options, whether voluntary, involuntary, by operation of law or otherwise, is permitted.

Change of Control

In the event of a change of control of the Company (which occurs when Fairfax and Cara Holdings cease to havecontrol) (a “Change of Control”), all unvested Options will vest and become exercisable on an accelerated basis and, ifrequested by the participant, the Company will pay each participant an amount in cash equal to the whole number ofsubordinate voting shares covered by the Option to be tendered multiplied by the amount by which the price paid for asubordinate voting share pursuant to the Change of Control exceeds the exercise price of the Options, net of withholdingtaxes. The Company will pay the foregoing amounts contemporaneously with completion of the transaction resulting in theChange of Control.

Legacy Share Option Plan (the “Legacy Share Option Plan”)

The Legacy Share Option Plan is part of a legacy compensation program pursuant to which certain employees of theCompany were granted options to purchase shares in the capital of the Company. No additional awards will be made underthe Legacy Share Option Plan, but options previously granted under this plan continue to be governed by the provisions ofthe Legacy Share Option Plan.

Under the Legacy Share Option Plan, there are currently outstanding options to purchase an aggregate of698,067 subordinate voting shares, representing approximately 1.13% of the Company’s issued and outstanding shares as atMarch 19, 2019 . Subject to accelerated vesting as noted below, options generally vest not earlier than the third anniversaryof the grant date. Accordingly, other than the options granted to Mr. Grondin in 2013, the first portion of the outstandingoptions granted in 2014 vested in December 2017. In the event of the retirement, death or disability of a participant, unvestedoptions under the Legacy Share Option Plan will accelerate and vest on a pro rata basis, up to the applicable terminationdate. In the event of a Change of Control, all unvested options will accelerate and vest. Options granted under the LegacyShare Option Plan (excluding Mr. Grondin’s options) may not be exercised prior to January 1, 2019, except in the event ofthe death, disability or termination without cause of a participant.

Subject to earlier expiration in connection with termination of employment as provided for under the Legacy ShareOption Plan, options granted under the Legacy Share Option Plan have an eight-year term. In order to facilitate the paymentof the exercise price of the options, the Legacy Share Option Plan has a cashless exercise feature similar to the Share OptionPlan described above.

The options granted to Mr. Grondin pursuant to his employment agreement dated October 31, 2013 are subject tothe Legacy Share Option Plan, except that the grant of these options provides for accelerated vesting on the occurrence ofcertain termination events in addition to those listed above, including Mr. Grondin’s termination without cause, constructive

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dismissal and if his employment is not renewed or extended at the completion of the five-year term of his employmentagreement (ending on October 31, 2018). Upon the occurrence of such events, Mr. Grondin’s unvested options willaccelerate and vest on a pro rata basis, up to the applicable termination date. Additionally, Mr. Grondin’s options are notsubject to the general Legacy Share Option Plan vesting schedule and exercise provisions. Mr. Grondin’s options granted onOctober 31, 2013 vested and were eligible for exercise on October 31, 2016.

Legacy Chief Executive Officer Share Option Plan (“Legacy CEO Share Option Plan”)

The Legacy CEO Share Option Plan is a part of a legacy compensation program pursuant to which Mr. Gregson wasgranted CEO Options as an employment inducement. The CEO Options continue to be governed by the provisions of theLegacy CEO Share Option Plan. However, there will be no additional grants made under this plan.

Mr. Gregson was granted a first tranche of 1,075,269 CEO Options with an exercise price of $0.01 (the “Tranche 1Options”) and a second tranche of 2,419,355 CEO Options with an exercise price of $8.51 (the “Tranche 2 Options”). As ofOctober 31, 2016, both tranches of CEO Options were fully-vested and were eligible for exercise. On November 11, 2016,the Tranche 1 Options were exercised by Mr. Gregson. As at March 30, 2018, the Tranche 2 Options continue to be vestedand exercisable at Mr. Gregson’s option. The unexercised portion of Mr. Gregson’s CEO Options represent approximately3.88% of the Company’s issued and outstanding shares as at that date.

Subject to earlier expiration in connection with his termination of employment or service, the unexercised CEOOptions granted to Mr. Gregson will expire on October 31, 2021. In order to facilitate the payment of the exercise price of theCEO Options, the Legacy CEO Share Option Plan has a cashless exercise feature. Mr. Gregson may elect to receive (i) anamount in cash per CEO Option equal to the cash proceeds realized upon the sale of the subordinate voting shares by asecurities dealer in the capital markets, less the applicable exercise price and any applicable withholding taxes, (ii) anaggregate number of subordinate voting shares that is equal to the number of subordinate voting shares underlying the CEOOptions minus the number of subordinate voting shares sold by a securities dealer in the capital markets as required to realizecash proceeds equal to the applicable exercise price and any applicable withholding taxes, or (iii) a combination of (i) and(ii). The transfer cost incurred to sell the subordinate voting shares will be deducted from the net proceeds payable to Mr.Gregson.

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Summary Compensation Table

The following table sets out the compensation earned by, paid to, or awarded to the NEOs during each of 2016, 2017and 2018:

Name and Position/Title Year SalaryShare-Based

Awards(1)Option-BasedAwards(2)(3)(4)

Non-EquityIncentive PlanCompensation(Bonus)(5)(6)(7)

All OtherCompensation

TotalCompensation

William D. Gregson

Director and ExecutiveChairman of the Board

2018 $663,000 $1,852,000 $1,100,000 $54,832 – $3,669,832

Director, Chair and ChiefExecutive Officer

2017 $663,000 – $117,000 $250,000 – $1,030,000

2016 $663,000 – - $150,000 – $813,000

Frank Hennessey ChiefExecutive Officer 2018 $373,846(8) $1,852,000 $2,200,000 $10,071 – $4,435,917

Kenneth J. Grondin 2018 $389,583(9) $1,852,000 $1,100,000 $10,127 $3,351,710Chief Financial Officer 2017 $382,500 – $117,000 $250,000 – $749,500

2016 $382,500 – - $150,000 – $532,500

David Aisenstat Directorand Vice Chair

2018 $644,044(10) – $15,500,000 - – $16,144,044

Pierre Rivard 2018 $413,155 - - $189,803 $49,308 $652,266

President of Groupe St-Hubert

2017 $409,064-

- $282,091 $49,088 $740,243

2016 $400,063 - - $392,888 $48,235 $841,186

(1) In May 2018, Mr. Gregson, Mr. Grondin and Mr. Hennessey were awarded 75,000 RSU’s each. The RSU’s will be equity settled and have been valued using the Black-Scholes option-pricing model. The fair value of the options was determined using a risk free rate of 2.30% per annum, an expected life of 6.5-7.0 years, volatility of 26% andan expected dividend yield of 1.55%.

(2) In May 2018, Mr. Gregson and Mr. Grondin were awarded 150,000 options each and Mr. Hennessey was awarded 300,000 options. The options have been valued using theBlack-Scholes option-pricing model. The fair value of the options was determined using a risk free rate of 2.22% per annum, an expected life of 7.5 years, volatility of 26%and an expected dividend yield of 1.55%. In May 2018, Mr. Aisentstat was awarded 3,000,000 options that vest when certain performance based criteria are achieved, Theoptions have been valued using the Black-Scholes option-pricing model. The fair value of the options was determined using a risk free rate of 2.21% per annum, an expectedlife of 7.5 years, volatility of 26% and an expected dividend yield of 1.55%.

(3) NEOs, with the exception of Mr. Rivard and Mr. Aisenstat, were awarded 20,000 options each in January 2017, which have been valued using the Black-Scholes option-pricing model. The fair value of the options was determined using a risk free rate of 1.11% per annum, an expected life of 5.5 years, volatility of 26% and an expecteddividend yield of 1.58%.

(4) In 2016, no stock options were granted.(5) Amounts in respect of 2018 reflect the annual bonuses awarded to NEOs in 2019 in respect of Fiscal 2018(6) Amounts in respect of 2017 reflect the annual bonuses awarded to NEOs in 2018 in respect of Fiscal 2017(7) Amounts in respect of 2016 reflect the annual bonuses awarded to NEOs in 2017 in respect of Fiscal 2016(8) Amount reflects Mr. Hennessey’s compensation since joining Recipe on May 10, 2018. Mr. Hennessey’s annual base salary for 2018 was $600,000.(9) Amount has been pro-rated to reflect an increase to Mr. Grondin’s annual base salary from $382,500 to $425,000 on November 1, 2018.(10) Amount represents annual 2018 salary after joining Recipe on February 22, 2018. Mr. Aisenstat’s base salary for 2018 $750,000.

Employment Agreements, Termination and Change of Control Benefits

The Company has written employment agreements with each of its NEOs other than Mr. Aisenstat who provides hisservices to the Company through The Herbert A. Jackson General Partnership (“Holdco”), by way of a managementagreement and each executive is entitled to receive compensation established by the Company as well as other benefits inaccordance with plans available to the most senior employees (including health, dental, life insurance, accidental death anddismemberment, sick days and short-term disability and long-term disability). The Company’s NEO employment contractscontain provisions relating to a change of control of the Company.

Messrs. Gregson and Grondin

Each NEO executive employment agreement in respect of Messrs. Gregson and Grondin provides that the Companymay terminate the NEO’s employment at any time, without cause, by providing the NEO with notice of termination. If theNEO’s employment is terminated without cause, or the NEO terminates employment as a result of constructive dismissal, hewill be entitled to receive his base salary in effect as of the termination date for two (2) years following the termination date,

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a pro-rated annual bonus based on the number of days worked prior to the termination date (subject to achievement of theapplicable performance criteria), entitlements under any Company incentive plans in accordance with plan terms, thereimbursement of expenses properly incurred in the course of employment up to the termination date, accrued but unpaidvacation pay up to the termination date, the continuation of life, health and dental insurance coverage for two (2) yearsfollowing the termination date, and any additional payments required by applicable employment standards legislation(collectively, the “Severance Entitlements”). These entitlements are conditioned on the NEO’s execution of a releaseof claims. The estimated incremental value of the Severance Entitlements assuming the termination occurred on December30, 2018 is $1.5 million for Mr. Gregson, and $1.0 million for Mr. Grondin.

In addition to the Severance Entitlements, in the case of termination without cause, or termination by the NEO as aresult of constructive dismissal, Messrs. Gregson and Grondin are entitled to pro rata vesting of their outstanding options andRSUs (with an estimated incremental value of $0.4 million, respectively, assuming the termination occurred on December 30,2018 and based on the closing price of the subordinate voting shares on the TSX on December 28, 2018).

If the NEO’s employment is terminated for cause or due to his resignation, death or incapacity, he or his estate, asapplicable, will be entitled to accrued but unpaid base salary and vacation pay up to the termination date, the reimbursementof expenses properly incurred in the course of the NEO’s employment up to the termination date, the NEO’s entitlementsunder any Company incentive plans in accordance with plan terms, and any additional payments required by applicableemployment standards legislation. In addition, each of Messrs. Gregson and Grondin is entitled to pro rata vesting of optionsand RSUs if his employment is terminated due to his death or incapacity.

Each NEO’s executive employment agreement contains customary confidentiality covenants and certain restrictivecovenants that will continue to apply following the termination of his employment, including non-solicitation andnon-competition provisions which are both in effect during the NEO’s employment and for the 24 months following thetermination of his employment.

Messrs. Gregson and Grondin’s employment agreements include a change of control provision that acceleratesvesting of any Options, PSUs or RSUs if a party other than Fairfax and/or Cara Holdings controls the Company. If there is achange of control, Messrs. Gregson and Grondin shall have a right to terminate their employment agreement within three (3)months of such an occurrence and they would be entitled to receive a two (2) year severance package.

Mr. Rivard

Mr. Rivard’s employment agreement is for an unlimited term and stipulates that the Company has the right toterminate his employment for just cause, at any time, without notice and without pay in lieu of notice. The Company has theright to terminate Mr. Rivard’s employment for any reason other than for just cause by providing Mr. Rivard with twenty-four (24) month’s salary (with an estimated incremental value of $1.3 million assuming the termination occurred onDecember 30, 2018).

On July 26, 2016, Mr. Rivard entered into a letter agreement with the Company which provides for certain bonuspayments to be made to Mr. Rivard in the event he retires on or before December 31, 2019 subject to the achievement ofcertain EBITDA targets, such payments not to exceed $3 million.

Mr. Aisenstat

Mr. Aisenstat provides his services to the Company through the Holdco, by way of a management agreement amongthe Company, KRL, Holdco and Mr. Aisenstat (the “Management Agreement”). The Management Agreement is notintended and will not operate to make Mr. Aisenstat an employee of the Company or KRL for any purpose whatsoever. TheManagement Agreement provides that the Company and KRL may terminate the Management Agreement at any time,without cause, by providing Holdco and Mr. Aisenstat with notice of termination. If the Management Agreement isterminated without cause, (i) Holdco will be entitled to receive its fees and bonus accrued up to the termination date, (ii)Holdco and Mr. Aisenstat will be entitled to the reimbursement of their expenses properly incurred by Mr. Aisenstat inconnection with the performance of his duties under the Management Agreement up to the termination date and (iii) Holdcowill be entitled to receive its consulting fees for a period of thirty (30) months following the termination date (collectively,the “Entitlements”). In the event that the Company or KRL breach the Management Agreement in a material respect orengage in conduct which would constitute “constructive dismissal” were Mr. Aisenstat an employee of the Company(including any removal of Mr. Aisenstat from the boards of directors of the Company and KRL or from his position as Vice-Chair of the Company), Holdco and Mr. Aisenstat shall be entitled to require that this be deemed a termination of the

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Management Agreement without cause entitling Holdco and Mr. Aisenstat to the Entitlements they would have received hadthe Management Agreement been terminated without cause. The Entitlements are conditioned on Holdco and Mr. Aisenstat’sexecution of a release of claims. The estimated incremental value of the Entitlements assuming the termination occurred onDecember 30, 2018 is $1.9 million.

If the Management Agreement is terminated by the Company or KRL without cause, then the options then held byMr. Aisenstat which have vested as at the time immediately prior to the termination date shall be exercisable throughout theexercise period of the options and the options then held by Mr. Aisenstat which, as at the termination date, were subject tovesting conditions still capable of being satisfied will be deemed to have vested, and shall be exercisable within five (5) yearsafter the date of grant of the options, without regard to such vesting conditions.

The Management Agreement provides that KRL may terminate the Management Agreement at any time, for causeor due to death or disability of Mr. Aisenstat, by providing Holdco and Mr. Aisenstat with notice of termination. If theManagement Agreement is terminated for cause or due to death or disability of Mr. Aisenstat, Holdco will be entitled toaccrued but unpaid consulting fees up to the termination date and the reimbursement of expenses properly incurred by Mr.Aisenstat in connection with the performance of his duties under the Management Agreement up to the termination date.

If the Management Agreement is terminated by Holdco or by KRL for cause, any options held by Mr. Aisenstat thathave not vested as at the termination date shall immediately expire and be cancelled on the termination date, and thoseoptions which have vested as at the termination date shall be exercisable on the date that is ninety (90) days after thetermination date. If the Management Agreement is terminated by KRL due to the death or disability of Mr. Aisenstat, anyoptions then outstanding and held by Mr. Aisenstat shall, subject to satisfaction of the vesting conditions, be exercisable byMr. Aisenstat or the executor or administrator of his estate, as the case may be, throughout the exercise period of the options.

The Management Agreement contains customary confidentiality covenants and certain restrictive covenants that willcontinue to apply following the termination of the Management Agreement, including non-solicitation and non-competitionprovisions which are both in effect during the term of the Management Agreement and for the 30 months following thetermination of the Management Agreement.

Mr. Hennessey

Mr. Hennessey’s employment agreement provides that the Company may terminate his employment at any time,without cause, by providing him with notice of termination. If Mr. Hennessey’s employment is terminated without cause, orMr. Hennessey terminates his employment as a result of constructive dismissal, he will be entitled to receive his base salaryin effect as of the termination date for twelve (12) months following the termination date, a pro-rated annual bonus based onthe number of days worked prior to the termination date (subject to achievement of the applicable performance criteria),entitlements under any Company incentive plans in accordance with plan terms, the reimbursement of expenses properlyincurred in the course of his employment up to the termination date, accrued but unpaid vacation pay up to the terminationdate, the continuation of life, health and dental insurance coverage for twelve (12) months following the termination date, andany additional payments required by applicable employment standards legislation (collectively, the “SeveranceEntitlements”). The Severance Entitlements are conditioned on Mr. Hennessey’s execution of a release of claims. Theestimated incremental value of the Severance Entitlements assuming his termination occurred on December 30, 2018 is $0.6million.

In addition to the Severance Entitlements, in the case of termination without cause, or termination by Mr. Hennesseyas a result of constructive dismissal, he is entitled to pro rata vesting of his RSUs (with an estimated incremental value of$0.4 million, assuming the termination occurred on December 30, 2018 and based on the closing price of the subordinatevoting shares on the TSX on December 28, 2018). Mr. Hennessey is also entitled to the Severance Entitlements and pro ratavesting of his RSUs if his employment is not renewed or extended at the completion of the five-year term of his employmentagreement (ending on April 30, 2023).

If Mr. Hennessey’s employment is terminated for cause or due to his resignation, death or incapacity, he or hisestate, as applicable, will be entitled to accrued but unpaid base salary and vacation pay up to the termination date, thereimbursement of expenses properly incurred in the course of his employment up to the termination date, his entitlementsunder any Company incentive plans in accordance with plan terms, and any additional payments required by applicableemployment standards legislation. In addition, Mr. Hennessey is entitled to pro rata vesting of RSUs if his employment isterminated due to his death or incapacity.

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Mr. Hennessey’s employment agreement contains customary confidentiality covenants and certain restrictivecovenants that will continue to apply following the termination of his employment, including non-solicitation andnon-competition provisions which are both in effect during his employment and for the 12 months following the terminationof his employment.

Mr. Hennessey’s employment agreement employment agreements include a change of control provision thataccelerates vesting of any Options, PSUs or RSUs if a party other than Fairfax and/or Cara Holdings controls the Company.If there is a change of control, Mr. Hennessey shall have a right to terminate his employment agreement within three (3)months of such an occurrence and he would be entitled to receive a one (1) year severance package.

Entitlements under the Share Option Plan and Legacy Share Option Plan

In the event of a Change of Control, all unvested options will vest and become exercisable on an accelerated basispursuant to the Share Option Plan and the Legacy Share Option Plan, the estimated incremental value of which would be$0.02 million for Mr. Gregson, $0.02 million for Mr. Grondin, nil for Mr. Hennessey, and nil for Mr. Aisenstat, assuming theChange of Control occurred on December 30, 2018 and based on the closing price of the subordinate voting shares on theTSX on December 28, 2018.

Outstanding Option-Based Awards and Share-Based Awards

The following table sets out information concerning the outstanding option-based awards held by each of the NEOsas at December 30, 2018. The Company has no outstanding share-based awards held by NEOs.

Option-Based Awards

Name and Position/Title

Number of sharesunderlyingunexercised options

Optionexercise price Option vesting date Option expiration date

Value of unexercisedin-the-moneyoptions(1)


1,209,678

1,209,677

10,000

20,000

150,000

$8.51

$8.51

$32.37

$24.64

$27.39

October 31, 2015

October 31, 2016

December 4, 2018

January 4, 2020

May 10, 2023

October 31, 2021

October 31, 2021

December 4, 2023

January 4, 2025

May 10, 2028

$20,709,687

$20,709,670

$0

$19,800

$0


60,000

60,000

60,000

60,000

60,000

$27.17

$27.17

$27.17

$27.17

$27.17

May 10, 2019

May 10, 2020

May 10, 2021

May 10, 2022

May 10, 2022

May 10, 2028

May 10, 2028

May 10, 2028

May 10, 2028

May 10, 2028

$0

$0

$0

$0

$0


241,935

13,221

13,221

10,000

20,000

150,000

$8.51

$8.51

$8.51

$32.37

$24.64

$27.39

October 31, 2016

December 4, 2017

December 4, 2018

December 4, 2018

January 4, 2020

May 10, 2023

October 31, 2021

December 4, 2022

December 4, 2022

December 4, 2023

January 4, 2025

May 10, 2028

$4,141,927

$226,344

$226,344

$0

$19,800

$0

David AisenstatDirector and Vice Chair

1,000,000

1,000,000

1,000,000

$35.00

$35.00

$35.00

May 11, 2023(2)

May 11, 2023(2)

May 11, 2023(2)

May 11, 2028

May 11, 2028

May 11, 2028

$0

$0

$0

Pierre RivardPresident, Groupe St-Hubert

nil n/a n/a n/a nil

(1) The value of unexercised in-the-money options is calculated by subtracting the exercise price of an option on one share from the closing price of a subordinate votingshares on the TSX on December 28, 2018 (the last trading day of the Company’s 2018 fiscal year) ($25.63), and multiplying that difference by the number ofunexercised options. That value does not include any deduction to recognize that some or all unexercised options may never become exercisable.

(2) Options feature a tiered performance vesting mechanism whereby vesting occurs when certain performance measures are achieved within the first five years.

29

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets out the value of option-based and share-based awards held by our NEOs that vested duringfiscal 2018, as well as the value of non-equity incentive plan compensation that NEOs earned during fiscal 2018:

NameOption-Based Awards —Value

vested during the year(1)Share-Based Awards —Value

vested during the yearNon-equity incentive plan compensation – Value

earned during the year(2)

William D. Gregson $0 – $54,832

Frank Hennessey $0 – $10,071

Kenneth J. Grondin $223,170 – $10,127

David Aisenstat $0 – -

Pierre Rivard – – $189,803

(1) The value vested is calculated by multiplying the number of options which became vested during the year by the amount by which the market value of one of oursubordinate voting shares on the day of vesting ($25.39) exceeded the exercise price of an option. Out-of-the-money options are excluded from the calculation.

(2) Amounts reflect the annual bonuses paid to NEOs in 2019 in respect of fiscal 2018.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets out information on the Company’s equity compensation plans as at December 30, 2018:

Number of securities to beissued upon exercise of

outstanding options, RSU’s,PSU’s, warrants and rights

Weighted-average exerciseprice of outstanding

options, warrants andrights

Number of securities remainingavailable for future issuance under

equity compensation plans (excludingsecurities reflected in column (a))

Plan Category (a) (b) (c)

Equity compensation plans approved by securityholders N/A N/A N/A

Equity compensation plans not approved by securityholders

Share Option Plan 4,277,034 $32.80 1,577,151(1)

Legacy Share Option Plan 698,067 $8.51 0(1)

Legacy CEO Share Option Plan 2,419,355 $8.51 0(1)

RSU Plan 291,307 N/A 1,577,151 (1)

PSU Plan Nil N/A 1,577,151 (1)

(1) Represents the aggregate number of securities remaining available for future issuance under the Company’s equity compensation plans.

Shareholders will be asked at the Meeting to pass ordinary resolutions approving, ratifying and confirming the RSUPlan and PSU Plan, which have been adopted by the Board on March 6, 2019, subject to receipt of the requisite approvals ofthe TSX and the shareholders. See “Business of the Meeting – Shareholder Approval of RSU Plan”, “Business of the Meeting– Shareholder Approval of PSU Plan”.

Performance Graph

The graph below compares the cumulative total shareholder return on $100 invested in our subordinate voting shareson April 10, 2015 the date of our initial public offering, with the cumulative annual total return of the S&P/TSX CompositeTotal Return Index over the same period, assuming reinvestment of all cash dividends of the Company since April 10, 2015.

30

Illustrated by the performance graph above as shareholder returns for Recipe shareholders decline, totalcompensation for Recipe’s executive officers decreases. As shareholder returns increase so do total compensation forRecipe’s executive officers.

SECTION IV – DIRECTOR COMPENSATION

Directors’ Compensation

The Board, through the Governance, Compensation and Nominating Committee, is responsible for reviewing andapproving the directors’ compensation arrangements and any changes to those arrangements.

The Governance, Compensation and Nominating Committee established the compensation arrangements for eachdirector that is not an employee of the Company or one of its affiliates. The directors’ compensation program is designed toattract, retain and motivate the most qualified individuals to serve on the Board. Non-employee directors are entitled to anannual retainer of $50,000 (Mr. Gunn is entitled to an additional $15,000 to compensate for additional committee workrequired in his role as Chair of the Audit Committee) and are entitled to receive all or a proportion of their annual retainer indeferred share units (“DSUs”) under the deferred share unit plan (the “Deferred Share Unit Plan”). Directors have theoption to convert their annual cash retainer into DSUs at a 10% premium. There are no additional fees based on meetingattendance. In addition, non-management directors joining the Board are granted annual DSUs with a value of approximately$30,000. Unless otherwise specified, DSUs granted under the Deferred Share Unit Plan will vest on a pro rata basiscalculated from the first day of the applicable 12-month period (or such pro-rated period as contemplated by the DeferredShare Unit Plan) that is determined by the Board pursuant to a participant’s DSU agreement until the last day of theapplicable service period. DSUs may not be exercised until the participant is no longer a Board member.

A DSU is a unit, equivalent in value to a subordinate voting share, credited by means of a bookkeeping entry in thebooks of the Company, to an account in the name of the director. DSUs accumulate additional DSUs at the same rate asdividends, if any, paid on the subordinate voting shares. Following the end of the director’s tenure as a member of the Board,the director will be paid in cash the Market Value of the subordinate voting shares represented by the DSUs.

For fiscal 2018 each of Messrs. Gunn, Norris, Regan, Hodgson and Rothschild and Ms. Clark received DSUs inaccordance with the table below.

Directors are reimbursed for their reasonable out-of-pocket expenses incurred in serving as directors. In addition,directors will be entitled to receive remuneration for services rendered to the Company in any other capacity, except inrespect of their service as directors of any of the Company’s subsidiaries. Directors who are employees of and who receive asalary from the Company or one of its affiliates or subsidiaries will not be entitled to receive any remuneration for serving as

100.00

134.37

108.85

117.08 117.38

88.67

105.24

114.66

103.68

--

50.00

100.00

150.00

Apr-15 Aug-15 Dec-15 Apr-16 Aug-16 Dec-16 Apr-17 Aug-17 Dec-17 Apr-18 Aug-18 Dec-18

Recipe Unlimited Corporation S&P/TSX Composite Index

31

directors, but will be entitled to reimbursement of their reasonable out-of-pocket expenses incurred in serving as directors.

The following table sets out the compensation provided to our directors during fiscal 2018.

Name(1) Fees Earned(2) Share-basedawards

Option-basedawards

Non-equityincentive plancompensation

CashRetainer

All othercompensation

TotalCompensation

Stephen K. Gunn $30,000 $65,000 $95,000

Christopher D. Hodgson $85,000 $– $85,000

Michael J. Norris $85,000 $– $85,000

John A. Rothschild $85,000 $– $85,000

Sean Regan $85,000 $– $85,000

Christy Clark $54,493 $54,493

(1) See “Summary Compensation Table” for details related to compensation of Mr. Gregson and Mr. Aisenstat.

(2) Amounts reflect the value of DSUs granted to the directors in lieu of receiving an annual cash retainer for serving on the Board. The value is calculated bymultiplying the number of DSUs granted by the closing price of the subordinated voting shares on the TSX on the date of grant.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets out the value of option-based and share-based awards held by our directors that vestedduring fiscal 2018, as well as the value of non-equity incentive plan compensation that directors earned during fiscal 2018:

NameOption-Based Awards —Value

vested during the yearShare-Based Awards —Value vested

during the year(1)

Non-equity incentive plancompensation – Value earned during

the year

Stephen K. Gunn – $30,000 $65,000

Christopher D. Hodgson – $85,000 –

Michael J. Norris – $85,000 –

John A. Rothschild – $85,000 –

Sean Regan – $85,000 –

Christy Clark $54,493

(1) Amounts reflect the value of DSUs granted to the directors in lieu of receiving an annual cash retainer for serving on the Board. The value is calculated by multiplying thenumber of DSUs granted by the closing price of the subordinate voting shares on the TSX on the date the DSUs vest. DSUs held by a director will not be paid out until afterthe director resigns, dies or otherwise ceases to be engaged by the Company.

Directors’ and Officers’ Insurance

The directors and officers of the Company and its subsidiaries are covered by directors’ and officers’ liabilityinsurance. Under this insurance coverage, the Company and its subsidiaries will be reimbursed for insured claims wherepayments have been made under indemnity provisions on behalf of the directors and officers of the Company and itssubsidiaries, subject to a deductible for each loss, which will be paid by the Company. Individual directors and officers of theCompany and its subsidiaries will also be reimbursed for insured claims arising during the performance of their duties forwhich they are not indemnified by the Company or its subsidiaries. Excluded from insurance coverage are illegal acts, actswhich result in personal profit and certain other acts.

The Company’s directors’ and officers’ liability insurance program provides an aggregate limit of liability ofUSD$10 million, with a deductible to us of $nil to USD$0.2 million per loss, varying with the nature of the loss. The annualpremium for this directors’ and officers’ liability insurance is USD$43,000.

This insurance forms part of a blended insurance program with Fairfax Financial Holdings Limited that providesexcess coverage above the Company’s USD$10 million directors’ and officers’ liability insurance program mentioned above.Fairfax Financial Holdings Limited currently purchases USD$100 million of blended directors’ and officers’ liability, errorsand omissions, employment practices liability, fiduciary and bond coverage and an additional USD$135 million of side “A”directors’ & officers’ liability insurance which covers both legal defense expenses and payments of settlements that arise

32

from claims brought against directors and officers, when those costs cannot be indemnified by the Company and claims are inexcess of the blended limits.

Indebtedness of Directors and Executive Officers

As at March 19, 2019, other than a $750,000 non-interest bearing loan, there was no indebtedness owing to theCompany or any of its subsidiaries by any directors, executive officers, employees or former directors, executive officers oremployees of the Company or any of its subsidiaries. In addition, no director or officer, proposed nominee for election as adirector of the Company, nor any associate of any director, officer or proposed nominee was indebted to the Company in our2018 fiscal year.

SECTION V – CORPORATE GOVERNANCE

Statement of Corporate Governance Practices

Our corporate governance policies and practices are reviewed regularly by our Board and updated as necessary oradvisable. Our corporate governance practices are in compliance with all applicable rules and substantially comply with allapplicable policies and guidelines, including those of the Canadian Securities Administrators. A description of our corporategovernance practices is set out below.

Independent Directors

The Board consists of eight directors, six of whom (Messrs. Gunn, Hodgson, Rothschild, Regan, Norris and Ms.Clark) are considered “independent” under Canadian securities laws. In making this determination, the Board considered,among other things, that none of those individuals (i) is, or has been within the last three years, an employee or member ofmanagement of us or related to any member of management, (ii) is associated with our auditor or has any family memberthat is associated with our auditor, (iii) receives any direct or indirect compensation (including to family members) from usexcept in connection with Board related work, (iv) works or has worked at a company for which any member of ourmanagement was a member of the compensation committee, or (v) has (other than possibly as an insured under an insurancepolicy issued on usual commercial terms) any material business or other relationship with us or our principal shareholders.Messrs. Gregson and Aisenstat are not considered to be “independent” within the meaning of applicable securities law as aresult of their positions as Executive Chairman of the Board and Vice Chair, respectively, of the Company.

The Board has not appointed an independent Chair or a lead Independent Director. However, the Chair of the Boardis responsible for ensuring that the directors who are independent of management have opportunities to meet withoutmanagement present. Discussions are led by an Independent Director who provides feedback subsequently to the Chair of theBoard. All Independent Directors are encouraged by the Chair of the Board to have open and candid discussions with theChair and other members of the Board. Our directors have an ongoing obligation to inform the Board of any material changesin their circumstances or relationships that may affect the Board’s determination as to their independence and, depending onthe nature of the change, a director may be asked to resign as a result.

The independent directors, non-independent directors and members of management met during our 2018 fiscal yearduring regularly scheduled Board meetings, including via in-camera sessions. The independent directors met, generallyfollowing or during every Board meeting. The size of the Board and the nature of the Company’s operations ensure that openand candid discussion among the independent directors is possible and encouraged.

Corporate Governance Guidelines (including Board Mandate)

The Board mandate sets out the overall governance principles that apply to the directors.

The mandate of the Board is to provide governance and stewardship to the Company and its business. In fulfilling itsmandate, the Board has adopted a written charter setting out its responsibility for, among other things, (i) participating in thedevelopment of and approving a strategic plan for the Company; (ii) supervising the activities and managing the affairs of theCompany; (iii) approving major decisions regarding the Company; (iv) defining the roles and responsibilities of managementand delegating management authority to the Chief Executive Officer; (v) reviewing and approving the business objectives tobe met by management; (vi) assessing the performance of and overseeing management; (vii) reviewing the Company’s debtstrategy; (viii) identifying and managing risk exposure; (ix) ensuring the integrity and adequacy of the Company’s internalcontrols and management information systems; (x) succession planning; (xi) establishing committees of the Board, where

33

required or prudent, and defining their mandate; (xii) maintaining records and providing reports to shareholders;(xiii) ensuring effective and adequate communication with shareholders, other stakeholders and the public; (xiv) determiningthe amount and timing of dividends, if any, to shareholders; and (xv) monitoring the social responsibility, integrity and ethicsof the Company.

Our Board has delegated to management responsibility for our day-to-day operations, including for all matters notspecifically assigned to the Board or any committee of the Board.

The current mandate of the Board is set out in Schedule “A”.

The Board has adopted a written position description for the Executive Chair of the Board, which sets out theExecutive Chair’s key responsibilities, including, as applicable, duties relating to setting Board meeting agendas, chairingBoard and shareholder meetings, director development and communicating with shareholders and regulators. The Board hasalso adopted a written position description for each of the committee chairs which sets out each of the committee chair’s keyresponsibilities, including duties relating to setting committee meeting agendas, chairing committee meetings and workingwith the respective committee and management to ensure, to the greatest extent possible, the effective functioning of thecommittee.

The Board has also adopted a written position description for the Chief Executive Officer which sets out the keyresponsibilities of the Chief Executive Officer. The primary functions of the Chief Executive Officer is to lead managementof the business and affairs of the Company, to lead the implementation of the resolutions and the policies of the Board, tosupervise day-to-day management and to communicate with shareholders and regulators. The Board has also developed amandate for the Chief Executive Officer setting out key responsibilities, including duties relating to the Company’s strategicplanning and operational direction, Board interaction, succession planning and communication with shareholders. The ChiefExecutive Officer mandate is reviewed and considered by the Board annually.

Audit Committee

The Audit Committee consists of three directors, all of whom are persons determined by the Company to be both“independent” and “financially literate” within the meaning of NI 52-110 and all of whom are residents of Canada. The AuditCommittee is comprised of Stephen K. Gunn, who acts as Chair of this committee, Michael J. Norris and Christopher D.Hodgson. Each of the Audit Committee members has an understanding of the accounting principles used to prepare financialstatements and varied experience as to the general application of such accounting principles, as well as an understanding ofthe internal controls and procedures necessary for financial reporting. For additional information concerning Messrs. Gunn,Norris and Hodgson, please see the information above under the heading “Election of Directors”.

The responsibilities of the Audit Committee include: (i) reviewing the Company’s procedures for internal controlwith the Company’s auditors and Chief Financial Officer; (ii) reviewing and approving the engagement of the auditors;(iii) reviewing annual and quarterly financial statements and all other material continuous disclosure documents, includingthe Company’s annual information form and management’s discussion and analysis; (iv) assessing the Company’s financialand accounting personnel; (v) assessing the Company’s accounting policies; (vi) reviewing the Company’s risk managementprocedures; (vii) reviewing any significant transactions outside the Company’s ordinary course of business and any legalmatters that may significantly affect the Company’s financial statements; (viii) overseeing the work and confirming theindependence of the external auditors; and (ix) reviewing, evaluating and approving the internal control procedures that areimplemented and maintained by management. The Audit Committee reviews the Company’s quarterly results and makes arecommendation to the Board with respect to approving such quarterly results. The text of our Audit Committee Charter canbe found on our website (www.recipeunlimited.com) or in our Annual Information Form as Appendix “A”, which isavailable on SEDAR (www.sedar.com).

The Audit Committee has an annual approval of audit and non-audit services provided by the Company’s auditor.

Governance, Compensation and Nominating Committee

The Governance, Compensation and Nominating Committee is comprised of three directors, a majority of whom isdetermined by the Board to be independent and all of whom are residents of Canada, and is charged with reviewing,overseeing and evaluating the corporate governance, compensation and nominating policies of the Company. TheGovernance, Compensation and Nominating Committee is comprised of John A. Rothschild (independent), who acts as Chairof this committee, Christopher D. Hodgson (independent), Christy Clark (independent) and Sean Regan (independent). The

34

responsibilities of the committee include: (i) assessing the effectiveness of the Board, each of its committees and individualdirectors; (ii) overseeing the recruitment and selection of candidates as directors; (iii) organizing an orientation and educationprogram for new directors; (iv) considering and approving proposals by the directors to engage outside advisors on behalf ofthe Board as a whole or on behalf of the independent directors; (v) reviewing and making recommendations to the Boardconcerning any change in the number of directors composing the Board; (vi) considering questions of managementsuccession; (vii) administering any share purchase plan of the Company and any other compensation incentive programs;(viii) assessing the performance of management of the Company; (ix) reviewing and approving the compensation paid by theCompany, if any, to the officers of the Company; and (x) reviewing and making recommendations to the Board concerningthe level and nature of the compensation payable to directors and officers of the Company. In establishing the compensationof the directors, the Governance, Compensation and Nominating Committee will examine the time commitment,responsibilities and risks associated with being a director and compensation paid by companies similar to us. In approving thecompensation of the Chief Executive Officer and other executive officers, the important factors for evaluating performanceare our corporate objectives, as more fully described above under the heading “Executive Compensation Discussion andAnalysis”.

Selection of Directors

We seek as directors committed individuals who have a high degree of integrity, sound practical and commercialjudgment and an interest in the long-term best interests of us and our shareholders. With this goal in mind, each year theBoard determines what competencies and skills the Board as a whole should possess (taking into account our particularbusiness and what competencies and skills each existing director possesses). The Board makes these determinations at a timesuitable for the Governance, Compensation and Nominating Committee to reflect them in its recommendations for nomineesto the Board. In making its recommendations, the Governance, Compensation and Nominating Committee also considers thecompetencies and skills any new nominee may possess, the independence requirements and the requirements for anydistinctive expertise.

Succession Planning

While the Board remains always aware of the succession planning needs of the Company, responsibilities in respectof day-to-day succession planning review and initiatives have been delegated to the Governance, Compensation andNominating Committee. The Governance, Compensation and Nominating Committee succession planning process involvesworking with the Chief Executive Officer to review the internal talent pool, selecting potential candidates, selecting executivedevelopment opportunities, and evaluating performance and progress, as well as planning for illness, disability and otherunscheduled absences. This includes long-range planning for executive recruitment, development and succession to ensureleadership sustainability and continuity.

Strategic Planning Oversight

As part of the Board’s mandate, the Board participates in the development, review and approval of the Company’sstrategy. The Board reviews with management the Company’s strategic objectives, specifically in relation to the review andapproval of the Company’s annual business plan. Annually, the Board reviews with management to discuss whether there areany adjustments to the strategy given the current and expected future economic climate, opportunities and risks or any newstrategic initiatives.

Diversity

The Governance, Compensation and Nominating Committee believes that having a diverse Board and seniormanagement offers a depth of perspective and enhances Board and management operations. The Governance, Compensationand Nominating Committee identifies candidates to the Board and management of the Company that possess skills with thegreatest ability to strengthen the Board and management and the Company is focused on continually increasing diversitywithin the Company.

The Governance, Compensation and Nominating Committee does not specifically define diversity, but valuesdiversity of experience, perspective, education, race, gender and national origin as part of its overall annual evaluation ofdirector nominees for election or re-election as well as candidates for management positions. Gender and geography are ofparticular importance to the Company in ensuring diversity within the Board and management. Recommendations concerningdirector nominees are, foremost, based on merit and performance, but diversity is taken into consideration, as it is beneficial

35

that a diversity of backgrounds, views and experiences be present at the Board and management levels.

The Company attempts to recruit and select board and management candidates that represent both gender diversityand business understanding and experience. However, the Board does not support fixed percentages for any selection criteria,as the composition of the Board and management is based on the numerous factors established by the selection criteria and itis ultimately the skills, experience, character and behavioral qualities that are most important to determining the value whichan individual could bring to the Board or management of the Company.

At the senior management level of the Company, 21% or 17 of 81 members of the Company’s leadership team arefemale. There is currently one female director (12.5%). The Company does not have a formal policy on the representationof women on the Board or senior management of the Company. The Governance, Compensation and NominatingCommittee already takes gender into consideration as part of its overall recruitment and selection process in respect of itsBoard and senior management and will continue to do so. However, the Board does not believe that quotas or strict rules setforth in a formal policy necessarily result in the identification or selection of the best candidates. As such, the Companydoes not see any meaningful value in adopting a formal policy in this respect at this time as it does not believe that it wouldfurther enhance gender diversity beyond the current recruitment and selection process carried out by the Governance,Compensation and Nominating Committee.

The Board is mindful of the benefit of diversity on the Board and management of the Company and the need tomaximize the effectiveness of the Board and management and their respective decision-making abilities. Accordingly, insearches for new directors, the Governance, Compensation and Nominating Committee will consider the level of femalerepresentation and diversity on the Board and management and this will be one of several factors used in its search process.This will be achieved through continuously monitoring the level of female representation on the Board and in seniormanagement positions and, where appropriate, recruiting qualified female candidates as part of the Company’s overallrecruitment and selection process to fill Board or senior management positions, as the need arises, through vacancies,growth or otherwise. Where a qualified female candidate can offer the Company a unique skill set or perspective (whetherby virtue of such candidate’s gender or otherwise), the Governance, Compensation and Nominating Committee anticipatesthat it would typically select such a female candidate over a male candidate. Where the Governance, Compensation andNominating Committee believes that a male candidate and a female candidate each offer the Company substantially thesame skill set and perspective, such Committee anticipates that it will consider numerous other factors beyond gender andthe overall level of female representation in deciding the candidate to whom to the offer will be made.

Orientation and Continuing Education of Directors

Each new director receives a comprehensive orientation from our Chair, including an overview of the role of theBoard, the Board committees and each individual member, the nature and operation of our business and the contribution andtime commitment the new director is expected to make. The orientation includes access to our senior management andfacilities. Our directors are invited to ask questions at any time of any officer or director of the Company.

The Board is responsible for considering from time to time appropriate continuing education for directors, whichmay include presentations from management, site visits and presentations from industry experts. Each director is expected tomaintain the necessary level of expertise to perform his or her responsibilities as a director and, as discussed in more detailbelow, is subject to an annual evaluation.

Board Performance Evaluation

The Governance, Compensation and Nominating Committee is responsible, along with the Chair of the Board, forestablishing and implementing procedures to evaluate the effectiveness of the Board, committees of the Board and thecontributions of individual Board members. The Governance, Compensation and Nominating Committee takes reasonablesteps to evaluate and assess, on an annual basis, directors’ performance and effectiveness of the Board, Board committees,individual members, the Board Chair and committee Chairs. The assessment addresses, among other things, individualdirector independence, individual director and overall Board skills, and individual director financial literacy. The Boardreceives and considers the recommendations from the Governance, Compensation and Nominating Committee regarding theresults of the evaluation of the performance and effectiveness of the Board, Board committees and individual members.

The directors believe that the members of the Governance, Compensation and Nominating Committee individuallyand collectively possess the requisite knowledge, skill and experience in governance and compensation matters, includinghuman resource management, executive compensation matters and general business leadership, to fulfill the Governance,

36

Compensation and Nominating Committee’s mandate. All members of the Governance, Compensation and NominatingCommittee have substantial knowledge and experience as current and former senior executives of large and complexorganizations and/or on the boards of other publicly traded entities.

Ethical Business Conduct

The Company has adopted a written code of conduct (the “Code of Conduct”) that applies to all directors, officers,and management of the Company and its subsidiaries. The objective of the Code of Conduct is to provide guidelines formaintaining the integrity, reputation, honesty, objectivity and impartiality of the Company and its subsidiaries. The Code ofConduct addresses conflicts of interest, protection of the Company’s assets, confidentiality, fair dealing with securityholders,competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behaviour. As part ofthe Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests orrelationships that are harmful or detrimental to the Company’s best interests or that may give rise to real, potential or theappearance of conflicts of interest. The Board has ultimate responsibility for the stewardship of the Code of Conduct andmonitors compliance through the Governance, Compensation and Nominating Committee. Employees and directors arerequired to annually certify that they have not violated the Code of Conduct. You may obtain a copy of the Code of Conductupon request to our Corporate Secretary. If you are one of our securityholders, there will be no charge to you for thisdocument. You can also find the Code of Conduct on our website (www.recipeunlimited.com) or on SEDAR(www.sedar.com).

Term Limits

The Company does not impose term limits on its directors as it takes the view that term limits are an arbitrarymechanism for removing directors which can result in valuable, experienced directors being forced to leave the Board solelybecause of length of service. Instead, the Company believes that directors should be assessed based on their ability tocontinue to make a meaningful contribution. The Company’s annual performance review of directors assesses the strengthsand weaknesses of directors and, in its view, is a more meaningful way to evaluate the performance of directors and to makedeterminations about whether a director should be removed due to under-performance.

Approval

Our Board has approved the contents of this Management Proxy Circular and the sending thereof to ourshareholders, directors and auditor.

By Order of the Board,Dated April 3, 2019 Dave Lantz

Vice President, General Counsel& Corporate Secretary

Recipe Unlimited Corporation199 Four Valley Drive, Vaughan, Ontario, Canada L4K 0B8

A-1

SCHEDULE A

RECIPE UNLIMITED CORPORATIONMANDATE OF THE BOARD OF DIRECTORS

1. Statement of Purpose

The Board of Directors (the “Board”) is responsible for the stewardship of Recipe Unlimited Corporation(“Recipe”) and for supervising the management of the business and affairs of Recipe. Accordingly, the Board acts as theultimate decision-making body of Recipe, except with respect to those matters that must be approved by the shareholders.The Board has the power to delegate its authority and duties to committees or individual members and to senior managementas it determines appropriate, subject to any applicable law. The Board explicitly delegates to senior managementresponsibility for the day to day operations of Recipe, including for all matters not specifically assigned to the Board or toany committee of the Board. Where a committee of the Board or senior management is responsible for makingrecommendations to the Board, the Board will carefully consider those recommendations.

2. Board Mandate

The directors’ primary responsibility is to act in good faith and to exercise their business judgment in what theyreasonably believe to be the best interests of Recipe. In fulfilling its responsibilities, the Board is, among other matters,responsible for the following:

Determining, from time to time, the appropriate criteria against which to evaluate performance, and set strategicgoals and objectives within this context;

Monitoring performance against both strategic goals and objectives of Recipe;

Appointing the CEO and other corporate officers;

Delegating to the CEO and Executive Chair the authority to manage and supervise the business of Recipe,including making any decisions regarding Recipe’s ordinary course of business and operations that are notspecifically reserved to the Board under the terms of that delegation of authority;

Determining what, if any, executive limitations may be required in the exercise of the authority delegatedto management;

On an ongoing basis, satisfying itself as to the integrity of the CEO and other executive officers and that theCEO and the other executive officers create a culture of integrity throughout Recipe;

Monitoring and evaluating the performance of the CEO, Executive Chair and the other executive officersagainst the corporate objectives;

Succession planning;

Participating in the development of and approving a long-term strategic plan for Recipe;

Reviewing and approving the business and investment objectives to be met by management and ensuring theyare consistent with long-term goals;

Satisfying itself that Recipe is pursuing a sound strategic direction in accordance with the corporate objectives;

Reviewing operating and financial performance results relative to established corporate objectives;

Approving an annual fiscal plan and setting targets and budgets against which to measure executiveperformance and the performance of Recipe;

Ensuring that it understands the principal risks of Recipe’s business, and that appropriate systems to managethese risks are implemented;

Ensuring that the materials and information provided by Recipe to the Board and its committees are sufficient intheir scope and content and in their timing to allow the Board and its committees to satisfy their duties andobligations;

Reviewing and approving Recipe’s annual and interim financial statements and related management’sdiscussion and analysis, annual information form, annual report (if any) and management proxy circular;

A-2

Overseeing Recipe’s compliance with applicable audit, accounting and reporting requirements, including in theareas of internal control over financial reporting and disclosure controls and procedures;

Confirming the integrity of Recipe’s internal control and management information systems;

Approving any securities issuances and repurchases by Recipe;

Determining the amount and timing of dividends to shareholders, if any;

Approving the nomination of directors;

Maintaining records and providing reports to shareholders;

Establishing committees of the Board, where required or prudent, and defining their respective mandates;

Approving the charters of the Board committees and approving the appointment of directors to Boardcommittees and the appointment of the Chairs of those committees;

Satisfying itself that a process is in place with respect to the appointment, development, evaluation andsuccession of senior management;

Adopting a communications policy for Recipe (including ensuring the timeliness and integrity ofcommunications to shareholders, other stakeholders and the public and establishing suitable mechanisms toreceive shareholder views); and

Monitoring the social responsibility, integrity and ethics of Recipe.

3. Independence of Directors

The Board is comprised of a greater number of independent members than non-independent members. For thispurpose, a director is independent if he or she would be independent within the meaning of National Instrument 58- 101 —Disclosure of Corporate Governance Practices, as the same may be amended from time to time. On an annual basis, theBoard will determine which of its directors is independent based on the rules of applicable stock exchanges and securitiesregulatory authorities and will publish its determinations in the management circular for Recipe’s annual meeting ofshareholders. Directors have an on-going obligation to inform the Board of any material changes in their circumstances orrelationships that may affect the Board’s determination as to their independence and, depending on the nature of the change, adirector may be asked to resign as a result.

At any time that Recipe has a Chair of the Board who is not “independent” within the meaning of applicablesecurities laws and stock exchange rules, the Chair of the Board shall be responsible for ensuring that the Directors who areindependent of management have opportunities to meet without management present. Discussions are to be led by anindependent director who will provide feedback subsequently to the Chair of the Board. Independent directors will beencouraged by the Chair of the Board to have open and candid discussions with the Chair.

4. Board Size

The Board is currently comprised of eight (8) members, six (6) of which are independent and two (2) of which arenot independent. The Board will periodically review whether its current size is appropriate. The size of the Board will, in anycase, be within the minimum and maximum number provided for in the articles and the by-laws of Recipe.

5. Committees

The Board will have an Audit Committee, and a Governance, Compensation and Nominating Committee, thecharters of each of which will be as established by the Board from time to time. The Board may, from time to time, establishand maintain additional or different committees as it deems necessary or appropriate.

Circumstances may warrant the establishment of new committees, the disbanding of current committees or thereassignment of authority and responsibilities amongst committees. The authority and responsibilities of each committee areset out in a written mandate approved by the Board. At least annually, each mandate shall be reviewed and, on therecommendation of the Governance, Compensation and Nominating Committee, approved by the Board. Each CommitteeChair shall provide a report to the Board on material matters considered by the Committee at the next regular Board meetingfollowing such Committee’s meeting.

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6. Board Meetings

Agenda

The Chair is responsible for establishing the agenda for each Board meeting.

Frequency of Meetings

The Board will meet as often as the Board considers appropriate to fulfill its duties, but in any event at least onceper quarter.

Responsibilities of Directors with Respect to Meetings

Directors are expected to regularly attend Board meetings and Committee meetings (as applicable) and to review inadvance all materials for Board meetings and Committee meetings (as applicable).

Minutes

Regular minutes of Board and Committee proceedings will be kept and will be circulated on a timely basis to alldirectors and Committee members, as applicable, and the Chair (and to other directors, by request for review and approval).

Attendance at Meetings

The Board (or any Committee) may invite, at its discretion, non-directors to attend a meeting. Any member ofmanagement will attend a meeting if invited by the directors. The Chair may attend any Committee meeting.

Meetings of Independent Directors

After each meeting of the Board, the independent directors may meet without the non-Independent Director. Inaddition, separate, regularly scheduled meetings of the independent directors of the Board may be held, at which members ofmanagement are not present. The agenda for each Board meeting (and each Committee meeting to which members ofmanagement have been invited) will afford an opportunity for the independent directors to meet separately.

Residency

Applicable residency requirements will be complied with in respect of any Board or Committee meeting.

7. Communications with Shareholders and Others

The Board will ensure that there is timely communication of material corporate information to shareholders.

Shareholders and others, including other securityholders, may contact the Board with any questions or concerns,including complaints with respect to accounting, internal accounting controls, or auditing matters, by contacting the ChiefFinancial Officer of Recipe at:

199 Four Valley DriveVaughan, Ontario, Canada L4K 0B8

8. Service on other Boards and Audit Committees

The Board believes that its members should be permitted to serve on the boards of other public entities so long asthese commitments do not materially interfere with and are not incompatible with their ability to fulfill their duties as amember of the Board.

9. Code of Conduct

The Board will adopt a Code of Business Conduct and Ethics (the “Code”). The Board expects all directors, officersand employees of Recipe and its subsidiaries to conduct themselves in accordance with the highest ethical standards, and toadhere to the Code. Any waiver of the Code for directors or executive officers may only be made by the Board or one of itsCommittees and will be promptly disclosed by Recipe, as required by applicable law, including the requirements of anyapplicable stock exchanges.

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SCHEDULE B

RSU PLAN

RECIPE UNLIMITED CORPORATION

Restricted Share Unit Plan

Effective as of August 9, 2018

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Restricted Share Unit PlanARTICLE 1PURPOSE

1.1 Purpose of this Plan

The purpose of this Plan is to assist the Company in attracting, retaining and motivating key employees andDirectors in the long-term success of the Company and to promote a greater alignment of their interests with theinterests of the Company’s shareholders.

1.2 Application of this Plan

This Plan shall be effective as of August 9, 2018. The Board may, in its discretion, at any time, and from time totime, issue Restricted Share Units to Eligible Participants as it determines appropriate under this Plan. However,any such issued Restricted Share Units may not be paid out in Shares in any event until receipt of the necessaryapprovals from shareholders of the Company, the Toronto Stock Exchange, and any other applicable regulatorybodies authorities.

ARTICLE 2INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the following meanings,respectively:

(a) “Applicable Withholding Amount” means any and all taxes and other source deductions orother amounts which the Company is required by law to withhold from any amounts to be paidor credited hereunder;

(b) “Blackout Period” means any period imposed by the Company, during which specifiedindividuals, including insiders of the Company, may not trade in the Company’s securities(including for greater certainty any period during which specific individuals are restricted fromtrading because they have material non-public information), but does not include any periodwhen a regulator has halted trading in the Company’s securities;

(c) “Board” means the board of directors of the Company;

(d) “Business Day” means any day, other than a Saturday, Sunday or statutory holiday in theProvince of Ontario;

(e) “Company” means Recipe Unlimited Corporation, and any successor thereto;

(f) “Control” and similar expressions mean a relationship between two Persons wherein one ofsuch Persons has the power, through the ownership of equity securities, by contract orotherwise, to directly or indirectly direct the management and policies of the other suchPerson;

(g) “Date of Grant” means, for any RSUs, the date upon which the RSUs were granted or suchlater date specified by the Plan Administrator at the time it grants the RSUs;

(h) “Director” means a member of the Board;

(i) “Disabled” or “Disability” means the permanent and total incapacity of the Participant asdetermined by the Board for purposes of this Plan;

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(j) “Eligible Participant” means an Employee Participant or Director, who the Board hasidentified may be granted RSUs pursuant to this Plan;

(k) “Employee Participant” means a current employee of the Company or a Related Entity of theCompany;

(l) “Exercise Notice” means a notice in writing, in the form set out in Schedule “B”, signed by aParticipant and stating the Participant’s intention to exercise a particular RSU;

(m) “Fairfax Company” means Fairfax Financial Holdings Limited (and any of its successors) andall of its Related Entities, collectively;

(n) “Fair Market Value” means the volume weighted average trading price of the SubordinateVoting Shares on the Toronto Stock Exchange for the five (5) trading days on which theSubordinate Voting Shares were traded immediately preceding the applicable day or, if theSubordinate Voting Shares are not then traded on the Toronto Stock Exchange, the fair marketvalue of a Subordinate Voting Share as determined by the Board in its discretion; providedthat, in respect of any Participants who are U.S. taxpayers, the Fair Market Value shall be thegreater of (i) the volume weighted average trading price of the Subordinate Voting Shares onthe Toronto Stock Exchange for the five (5) trading days on which the Subordinate VotingShares were traded immediately preceding the applicable day and (ii) the closing price of theSubordinate Voting Shares on the Toronto Stock Exchange on the last trading day on whichthe Subordinate Voting Shares were traded immediately preceding the applicable date;

(o) “Liquidity Event” means:

i. an event, in one transaction or a series of transactions (related or otherwise), including anyamalgamation, arrangement, merger, consolidation, tender offer, exchange offer, shareacquisition, binding share exchange, business combination, recapitalization or similartransaction, which results in one Person, other than with a Fairfax Company or Phelan GroupShareholder or any combination of the two, together with any Related Entities of such Person,acquiring beneficial ownership, directly or indirectly, or exercising direction or control, overmore than 50% of the combined voting power attached to all of the Company’s outstandingSecurities;

ii. a sale, lease, transfer, exclusive license or other disposition, in a single transaction or series oftransactions (related or otherwise), of all or substantially all of the assets of the Companyexcept where such sale, lease, transfer or other disposition is to a Related Entity of theCompany or to a Fairfax Company or a Phelan Group Shareholder including a partnership orother entity connected to a royalty trust structure connected to the Company;

iii. the adoption by the Company of a plan of liquidation providing for the distribution of all orsubstantially all of the Company’s assets; or

iv. any event specified from time to time by the Board;

provided however, unless otherwise determined by the Board, that any one or more of the following eventsshall not constitute a Liquidity Event: (i) an amalgamation or consolidation of the Company with or into aRelated Entity of the Company or with or into a Fairfax Company or a Phelan Group Shareholder; (ii) atransaction undertaken solely for the purpose of changing the Company’s place of domicile or jurisdictionof incorporation; (iii) a change of control by virtue of any other transaction with a Fairfax Company or aPhelan Group Shareholder; or (iv) a change of control by virtue of Phelan Group Shareholders completinga transaction with a Phelan Group Shareholders company;

(p) “Multiple Voting Shares” means the multiple voting shares in the capital of the Company;

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(q) “Participant” means an Eligible Participant who is participating in the Plan in accordancewith Section 3.3 or has received a discretionary grant of RSUs in accordance with Section 4.5;

(r) “Performance Conditions” means at the time a grant of RSUs is made, the Board may, in itssole discretion, establish such performance conditions necessary to earn and subsequentvesting of RSUs and such conditions shall be described in the RSU Grant Notice;

(s) “Person” includes an individual, sole proprietorship, partnership, unincorporated association,unincorporated syndicate, unincorporated organization, trust, body corporate, limited liabilitycompany, and a natural person in his or her capacity as trustee, executor, administrator or otherlegal representative;

(t) “Phelan Group Shareholders” means Cara Holdings Limited and its Related Entities,together with the Related Entities of Gail Regan, Rosemary Phelan and Holiday Phelan-Johnson, and their respective permitted assigns;

(u) “Plan” means this Restricted Share Unit Plan as set out herein and as amended from time totime in accordance with the provisions hereof;

(v) “Plan Administrator” means the Board or such other person or committee to whom the Boardmay have delegated the administration and operation of this Plan pursuant to Section 3.2;

(w) “Restricted Share Unit” or “RSU” means a unit equivalent in value to a Subordinate VotingShare, credited by means of a bookkeeping entry in the books of the Company;

(x) “Related Entity” means, with respect to any Person, an entity that Controls, is Controlled by,or is under common Control with, that Person;

(y) “Retirement” means retirement from active employment with the Company or a RelatedEntity of the Company at or after age sixty (60) provided that such employee (i) has given atleast one hundred and twenty (120) days prior written notice of resignation to the CEO of theCompany, (ii) is retiring in good standing with the Company, (iii) shall not work for acompetitor of the Company for a period of two (2) years following the effective date ofretirement from the Company, (iv) shall not obtain alternate full time employment for a periodof two (2) years following the effective date of retirement from the Company (it beingunderstood that consulting, advisory and board work will be permitted, other than to acompetitor of the Company), and (v) the Plan Administrator has approved such retirement, atits discretion;

(z) “RSU Grant Notice” means a notice of grant, substantially in the form attached as ScheduleA, subject to any amendments or additions as may, in the discretion of the Board, be necessaryor advisable, evidencing the RSUs granted and the corresponding terms and conditions underthis Plan, and as signed by any one of the CEO, CFO and General Counsel on behalf of theCompany;

(aa) “RSU Shares” means Subordinate Voting Shares that will be issued by the Company upon theexercise of outstanding RSUs;

(bb) “Shares” means, collectively, the issued and outstanding Subordinate Voting Shares andMultiple Voting Shares, and includes (i) any shares or securities into which Shares may beconverted or changed or which result from a consolidation, subdivision, reclassification orredesignation of Shares, and (ii) any shares or securities which may be received by the partieshereto or bound hereby as a result of an amalgamation, merger, arrangement or otherreorganization of or including the Company;

(cc) “Subordinate Voting Shares” means the subordinate voting shares in the capital of theCompany;

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(dd) “Termination Date” means:

i. in the case of an Employee Participant whose employment with the Company or a RelatedEntity of the Company terminates in the circumstances set out in Section 4.8(b) or Section4.8(c), the date that is the last day of active employment (taking into account any statutorynotice period that is applicable to the Participant provided such statutory notice period isrequired by applicable employment standards legislation to be factored into the determinationof the Termination Date (for greater certainty, such determination shall not include any periodof post termination salary continuance beyond the applicable statutory notice period)),provided that in the case of termination of employment by voluntary resignation by theParticipant, such date shall not be earlier than the date notice of resignation was given, and forgreater certainty “Termination Date” specifically does not mean the date on which anyperiod of reasonable notice that the Company or the Related Entity of the Company (as thecase may be) may be required at law to provide to the Participant expires;

ii. in the case of an Employee Participant whose employment with the Company or a RelatedEntity of the Company ceases due to death or Disability, the date that is the date upon whichsuch death or Disability has occurred (the date of which shall be as determined by the Boardor as the Board may be delegate);

iii. in the case of an Employee Participant whose employment with the Company or a RelatedEntity of the Company ceases due to Retirement, the date as determined by the PlanAdministrator;

iv. in the case of a Director who ceases to hold office in the circumstances set out in Section4.8(f) or Section 4.8(g), the date upon which the Participant ceases to hold office; or

v. in the case of a Director who is also an Employee Participant at the time of the applicableDate of Grant, the termination date shall be the date that is the later of the applicabletermination dates set forth in: (a) subparagraph 2.1(ee)(i) above; and(b) subparagraph 2.1(ee)(iv) above.

2.2 Interpretation

(a) This Plan is created under and is to be governed, construed and administered in accordancewith the laws of the Province of Ontario and the laws of Canada applicable therein.

(b) Whenever the Board is to exercise discretion in the administration of the terms and conditionsof this Plan, the term “discretion” means the sole and absolute discretion of the PlanAdministrator.

(c) As used herein, the terms “Article”, “Section” and “Schedule” mean and refer to the specifiedArticle, Section and Schedule of this Plan, respectively.

(d) Where the word “including” or “includes” is used in this Plan, it means “including (orincludes) without limitation”.

(e) Words importing the singular include the plural and vice versa and words importing anygender include any other gender.

(f) Whenever any payment is to be made or action is to be taken on a day which is not a BusinessDay, such payment shall be made or such action shall be taken on the next following BusinessDay.

(g) Unless otherwise specified, all references to money amounts are to Canadian currency.

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ARTICLE 3ADMINISTRATION OF THE PLAN

3.1 Administration

Subject to Section 3.2, this Plan will be administered by the Board and the Board has sole and complete authority, inits discretion, to:

(a) determine the individuals (from among the Participants) to whom RSUs may be granted;

(b) grant RSUs in such amounts and, subject to the provisions of this Plan, on such terms andconditions as it determines, including any applicable limitations, restrictions, vesting periodand conditions;

(c) interpret this Plan and adopt, amend, prescribe and rescind administrative guidelines and otherrules and regulations relating to this Plan;

(d) exercise rights reserved to the Company under the Plan;

(e) prescribe forms for notices to be prescribed by the Company under this Plan; and

(f) make all other determinations and take all other actions necessary or advisable for theimplementation and administration of this Plan.

The Board’s determinations and actions within its authority under this Plan are conclusive and binding on theCompany, the Participant and all other Persons.

3.2 Delegation of Plan Administration

(a) The initial Plan Administrator shall be the Board. The day-to-day administration and operationof this Plan may be delegated to such officers and employees of the Company as the Boarddetermines, which delegation may be revoked by the Board at any time in its sole discretion.

(b) No member of the Board or any person acting pursuant to authority delegated by the Boardunder this Plan shall be liable for any action or determination in connection with the Plan madeor taken in good faith, and each member of the Board and each such person shall be entitled toindemnification by the Company with respect to any such action or determination

3.3 Eligibility

Any individual who at the relevant time is an Eligible Participant is eligible to participate in the Plan. Eligibility toparticipate or prior year’s participation does not confer upon any individual a right to receive an award of RestrictedShare Units pursuant to the Plan. The extent to which any Participants are entitled to be granted RSUs pursuant tothis Plan will be determined in the discretion of the Plan Administrator. By accepting the grant of RSUs under thisPlan the Participant agrees to be bound by all the terms and conditions of the Plan.

3.4 Total Subordinate Voting Shares Subject to RSUs

(a) The aggregate number of Subordinate Voting Shares that may be issued pursuant to all security-based compensation arrangements of the Company, shall be a maximum of fifteen percent (15%)of the issued and outstanding Shares from time to time. No RSUs may be granted if such grantwould have the effect of causing the total number of Subordinate Voting Shares subject to RSUs(including all other security-based compensation arrangements of the Company, collectively), toexceed the above-noted total number of Subordinate Voting Shares reserved for issuance pursuantto the exercise of RSUs.

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(b) All Subordinate Voting Shares issued pursuant to the exercise of RSUs (including all othersecurity-based compensation arrangements of the Company, collectively) and all SubordinateVoting Shares reserved for issuance pursuant to RSUs (including all other security-basedcompensation arrangements of the Company, collectively) which are cancelled or terminatedwithout having been exercised shall be again available for issuance pursuant to RSUs grantedunder this Plan.

3.5 RSU Grant Notice

All grants of RSUs under this Plan will be evidenced by an RSU Grant Notice. Such RSU Grant Notices will besubject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and anyother provisions that the Plan Administrator may direct. The Plan Administrator shall authorize and empower anydirector or the CEO, CFO or General Counsel of the Company to execute and deliver, for and on behalf of theCompany, an RSU Grant Notice to each Participant.

3.6 Non-Transferability

Subject to Section 4.6, Section 4.7 (as it relates to Death and Disability) and the rules and policies of any stockexchange on which the Subordinate Voting Shares are listed, if applicable, and applicable law, RSUs granted underthis Plan may only be exercised during the lifetime of the Participant by such Participant personally. No assignmentor transfer of RSUs, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right insuch RSUs whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or anyattempt to make the same, such RSUs will terminate and be of no further force or effect.

ARTICLE 4RESTRICTED SHARE UNITS

4.1 Grant of Restricted Share Units

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms andconditions as the Plan Administrator may prescribe, grant RSUs to any Participant as reflected in the applicableParticipant’s RSU Grant Notice.

4.2 Term of RSUs

Subject to any accelerated termination as set forth in this Plan, each RSU, unless otherwise specified by the PlanAdministrator, expires ten (10) years from the Date of Grant. Notwithstanding the foregoing, if any RSUs wouldotherwise expire during a Blackout Period, the term of such RSUs shall automatically be extended until ten(10) Business Days after the end of the Blackout Period.

4.3 Performance Conditions

The Board may use such business criteria and other measures of performance as it may deem appropriate inestablishing any Performance Conditions to earn applicable RSUs. The Board may determine that in addition torequiring the earning of any one or more Performance Conditions the Employee Participant must still be employedby the Company at the end of the applicable vesting period (as described in the RSU Grant Notice), before anyRSUs may be deemed vested, in whole or in part. Performance Conditions and vesting periods may differ forRestricted Share Units granted to any one Participant or to different Participants, including different PerformanceConditions and/or vesting periods for different RSU grants to the same Participant.

4.4 Exercise Period and Vesting

(a) Unless otherwise specified by the Plan Administrator at the time of granting an RSU and except asotherwise provided in this Plan (including any requirement to earn Performance Conditions):

i. Vesting: each earned RSU will vest on the third (3rd) anniversary of the Date of Grant unlessvesting is accelerated as provided for in this Plan; and

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ii. Exercise Period: each vested RSU shall be exercisable from the third (3rd) anniversary of theDate of Grant, until the tenth (10th) anniversary of the Date of Grant unless otherwiseprovided for in this Plan.

(b) Once an RSU becomes vested, it shall remain vested and shall be exercisable until expiration ortermination of the RSU, unless otherwise specified by the Plan Administrator. Each RSU may beexercised at any time or from time to time, in whole or in part, for up to the total number of RSUShares with respect to which it is then exercisable.

(c) Subject to the provisions of this Plan and any RSU Grant Notice, RSUs shall be exercised bymeans of a fully completed Exercise Notice delivered to the Company.

4.5 Discretionary Grants

In addition to the grant of Restricted Share Units as contemplated by Section 4.1, the Board may, from time to time,subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grantadditional Restricted Share Units to any Participant on a discretionary basis (with or without PerformanceConditions). A discretionary grant of Restricted Share Units for a calendar year to a Participant shall be evidencedby a RSU Grant Notice. The Board may, in its sole discretion, designate a vesting schedule or terms and conditionsapplicable to any such RSU Grant Notice.

4.6 Settlement of Vested and Exercisable RSUs and Payment of Applicable Withholding Amount

Unless otherwise specified by the Plan Administrator at the time of granting an RSU for the Participant to exerciseand settle vested RSUs, the Participant must submit a completed Exercise Notice indicating the Participant’ssettlement election for vested and exercisable RSUs:

(a) whereby the Participant elects on the Exercise Notice to receive an amount in cash per RSU equalto the cash proceeds realized upon the sale of the Subordinate Voting Shares (subject to marketconditions for such sale) by a securities dealer in the capital markets, less the ApplicableWithholding Amount;

(b) whereby the Participant elects on the Exercise Notice to receive an aggregate number ofSubordinate Voting Shares that is equal to the number of RSUs underlying the RSU Grant Noticeminus the number of Subordinate Voting Shares sold by a securities dealer (subject to marketconditions for such sale) in the capital markets as required to realize cash proceeds equal to theApplicable Withholding Amount; or

(c) whereby the Participant elects on the Exercise Notice to receive the number of Subordinate VotingShares that is equal to the number of RSUs underlying the RSU Grant Notice and the Participantshall be responsible for paying in cash, or by certified cheque, bank draft or money order payableto the Company an amount equal to the Applicable Withholding Amount.

For certainty, the Applicable Withholding Amount must be fully paid by the Participant to the Company at the timeof settlement (by such means as noted in 4.6 (a) (b) or (c) above or as might be specified from time to time by theCompany). The transfer cost charged by the securities dealer to sell the Subordinate Voting Shares shall also be theresponsibility of the Participant and accordingly, such amount may be deducted by the securities dealer from the netproceeds payable to the Participant.

No Subordinate Voting Shares will be issued or transferred until full payment of the Applicable WithholdingAmount has been received by the Company and the Participant has signed any applicable documents as determinedby the Company acting reasonably. If, as and when any Subordinate Voting Shares have been duly issued upon theexercise of an RSU and in accordance with the terms of such RSU and this Plan and any regulations madehereunder, such Subordinate Voting Shares shall be conclusively deemed allotted as fully paid and non-assessable.

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4.7 Retirement, Death or Disability of Participant

Subject to Section 4.9 or unless otherwise specified by the Plan Administrator at the time of granting an RSU, if aParticipant dies or becomes Disabled while an employee or director of the Company or a Related Entity of theCompany or if the employment or term of office of the Participant with the Company or a Related Entity of theCompany terminates due to Retirement:

(a) the executor or administrator of the Participant’s estate or the Participant, as the case may be, mayexercise any RSUs of the Participant to the extent that the RSUs have vested as at the date of suchdeath, Disability or Retirement and the right to exercise such RSUs terminates on the earlier of:(i) the date on which the Exercise Period of the particular RSU expires; or (ii) the date that is onehundred and eighty (180) days after the Participant’s death or Disability; or (iii) the date that istwo (2) years after the Participant’s Retirement;

(b) earned RSUs where the applicable Performance Conditions have been satisfied but have notvested by the applicable Termination Date will accelerate and vest on a pro-rata basis, up to theapplicable Termination Date, and the Participant may follow the steps set forth in Section 4.6 andthis Section 4.7 (as applicable) to settle the vested RSUs; and

the Participant’s eligibility to receive further grants of RSUs under this Plan ceases as of the date of the Participant’sdeath, Disability or Retirement, as the case may be.

4.8 Termination of Employment or Services

Subject to Section 4.9, or unless otherwise specified by the Plan Administrator at the time of granting an RSU:(a) Where, in the case of an Employee Participant, such employment with the Company or a Related

Entity of the Company ceases by reason of the Participant’s death, Disability or Retirement, thenthe provisions of Section 4.7 will apply.

(b) Where, in the case of an Employee Participant, such employment is terminated by the Company ora Related Entity of the Company without cause (whether such termination occurs with or withoutany or adequate reasonable notice, or with or without any or adequate compensation in lieu ofsuch reasonable notice), then any RSUs held by the Employee Participant that have vested as atthe Termination Date shall be exercisable by the Participant until the earlier of: (i) the date onwhich the Exercise Period of the particular RSU expires; or (ii) the date that is ninety (90) daysafter the Termination Date. Any RSUs held by the Participant that have not vested as at theTermination Date immediately expire and are cancelled on the Termination Date.

(c) Where, in the case of an Employee Participant, such employment terminates by reason of:(i) termination by the Company or a Related Entity of the Company for cause; or (ii) voluntaryresignation by the Participant, then any RSUs held by the Participant, that have not vested as at theTermination Date, immediately expire and are cancelled on the Termination Date.

(d) Where, in the case of an Employee Participant, such employment terminates by reason ofvoluntary resignation by the Employee Participant, then the RSUs held by the EmployeeParticipant that have vested as at the Termination Date shall be exercisable by the EmployeeParticipant until the earlier of: (i) the date on which the Exercise Period of the particular RSUexpires; or (ii) the date that is ninety (90) days after the Termination Date.

(e) Where, in the case of an Employee Participant, such employment terminates by reason oftermination by the Company or a Related Entity of the Company for cause then any RSUs held bythe Employee Participant, that have vested as at the Termination Date shall be exercisable by theEmployee Participant until the earlier of: (i) the date on which the Exercise Period of the particularRSU expires; or (ii) the date that is ninety (90) days after the Termination Date, provided theEmployee Participant’s termination is not due to criminal act (as determined by the PlanAdministrator in its sole discretion), in which case the Employee Participant’s right to exerciseshall not apply and the vested RSUs shall immediately expire and be cancelled on the TerminationDate.

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(f) Where, in the case of a Director, a Participant ceases to hold office by reason of (i) removal by theshareholders of the Company or of the Related Entity of the Company, as the case may be, or(ii) voluntary resignation by the Participant, then any RSUs held by the Participant that havevested as at the Termination Date shall be exercisable by the Participant until the earlier of: (i) thedate on which the Exercise Period of the particular RSU expires; or (ii) the date that is sixty(60) days after the Termination Date. Any RSUs held by the Participant that have not vested as atthe Termination Date, immediately expire and are cancelled on the Termination Date.

(g) Notwithstanding Section 4.8(f), where, in the case of a Director, a Participant ceases to hold officeand it was determined by the Plan Administrator (in its sole discretion) that such Directorcommitted a criminal act then any RSUs held by the Participant, whether or not they have vestedas at the Termination Date, immediately expire and are cancelled on the Termination Date.

(h) A Participant’s eligibility to receive further grants of RSUs under this Plan ceases as of the datethat the Company or a Related Entity of the Company, as the case may be, provides the Participantwith written notification that the Participant’s employment is terminated, notwithstanding thatsuch date may be prior to the Termination Date.

(i) Notwithstanding Sections 4.8(b) and 4.8(f), unless the Plan Administrator, in its discretion,otherwise determines, at any time and from time to time, RSUs are not affected by a change ofemployment or service within or among the Company or a Related Entity of the Company for solong as the Employee Participant continues to be an employee of the Company or for so long asthe Director continues to be a director or officer of the Company.

4.9 Discretion to Permit Exercise

Notwithstanding the provisions of Sections 4.7 and 4.8, the Plan Administrator may, in its discretion, at any timeprior to or following the events contemplated in such sections, permit the exercise of any or all RSUs held by theParticipant in the manner and on the terms authorized by the Plan Administrator, provided that the PlanAdministrator will not, in any case, authorize the exercise of an RSU pursuant to this Section 4.9 beyond theexpiration of the Exercise Period of the particular RSU.

4.10 Liquidity Event

Notwithstanding anything else in this Plan or any RSU Grant, in the case of a Liquidity Event all granted andunvested RSUs that have earned the applicable Performance Conditions shall vest on an accelerated basis.

4.11 Dividends

For certainty, although dividends may be declared and paid on Subordinate Voting Shares, additional RSUs shall notbe credited to the Participant’s RSU account if any dividends are declared/paid.

ARTICLE 5SHARE CAPITAL ADJUSTMENTS

5.1 Share Capital Adjustments

If there is any change in the outstanding Subordinate Voting Shares by reason of any stock dividend or split, or inconnection with a reclassification, reorganization, consolidation, distribution, merger or amalgamation or otherchange of Subordinate Voting Shares, the Board shall make, the appropriate substitution or adjustment in order tomaintain the Participants’ economic rights in respect of their RSUs in connection with such change, includingwithout limitation adjustments to the number of RSUs recorded in the Participant’s notional account.

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5.2 Compliance with Laws

The administration of the Plan shall be subject to and made in conformity with all applicable laws and anyapplicable regulations of a duly constituted regulatory authority. Should the Board, in its sole discretion, determinethat it is not feasible or desirable to honour an election in favour of Restricted Share Units due to such laws orregulations, the Company’s obligation shall be satisfied by means of an equivalent cash payment (equivalence beingdetermined on a before-tax basis). For greater certainty, the Board may adopt such rules or regulations and vary theterms of this Plan and any grant of RSUs as it considers necessary to address tax or other requirements of anyapplicable non-Canadian jurisdiction.

5.3 Reorganization of the Company

The existence of any Restricted Share Units does not affect in any way the right or power of the Company or itsshareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change inthe Company’s capital structure or its business, or any amalgamation, combination, merger or consolidationinvolving the Company, to create or issue any bonds, debentures, Shares or other securities of the Company or todetermine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Company or anysale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whetherof a similar character or otherwise, whether or not any such action referred to in this section would have an adverseeffect on this Plan or any Restricted Share Units granted hereunder.

5.4 Immediate Exercise of Awards

Where the Plan Administrator determines that the steps provided in Sections 5.1 and 5.3 would not preserveproportionately the rights and obligations of the Participant in the circumstances or otherwise determines that it isappropriate, the Plan Administrator may permit the immediate vesting and/or exercise, effective no later than theBusiness Day immediately prior to the date on which the event referenced in Section 5.1 or 5.3 is consummated, ofany outstanding RSUs that are not otherwise vested and/or exercisable, and the cancellation of any outstandingRSUs which are not exercised within any specified period.

5.5 Assignment

Rights and obligations under the Plan may be assigned by the Company to a successor in the business of theCompany, any Company resulting from any amalgamation, reorganization, combination, merger or arrangement ofthe Company, or any Company acquiring all or substantially all of the assets or business of the Company.

5.6 Units Non-Transferable

Restricted Share Units are non-transferable. Certificates representing Restricted Share Units will not be issued bythe Company.

5.7 Additional Rights

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpretedas conferring upon such Participant any rights or privileges other than those rights and privileges expressly providedin the Plan. In particular, participation in this Plan does not constitute a condition of employment or service nor acommitment on the part of the Company to ensure the continued employment or service of such Participant. ThisPlan does not provide any guarantee against any loss which may result from fluctuations in the market value of theSubordinate Voting Shares. The Company does not assume responsibility for the personal income or other taxconsequences for the Participants and they are advised to consult with their own tax advisors.

5.8 No Shareholder Rights

Under no circumstances shall Restricted Share Units be considered Shares or other securities of the Company, norshall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Shares orother securities of the Company, nor shall any Participant be considered the owner of Shares by virtue of the awardof Restricted Share Units.

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5.9 Amendments and Termination

(a) The Board may amend, suspend or terminate this Plan, or any portion thereof, at any time,subject to those provisions of applicable law (including, without limitation, the rules,regulations and policies of the Toronto Stock Exchange), if any, that require the approval ofsecurity holders or any governmental or regulatory body. However, except as expressly setforth herein, no action of the Board or security holders may adversely alter or impair the rightsof a Participant without the consent of the affected Participant under any RSUs previouslygranted to the Participant. Without limiting the generality of the foregoing, the Board maymake the following types of amendments to this Plan without seeking security holder approval:

i. amendments of a “housekeeping” or administrative nature, including anyamendment for the purpose of curing any ambiguity, error or omission in thisPlan or to correct or supplement any provision of this Plan that is inconsistentwith any other provision of this Plan;

ii. amendments necessary to comply with the provisions of applicable law(including, without limitation, the rules, regulations and policies of the TorontoStock Exchange);

iii. amendments necessary for grants to qualify for favourable treatment underapplicable tax laws;

iv. any amendment to the vesting provisions of this Plan or any RSU;

v. any amendment to the termination or early termination provisions of this Plan orany RSU, provided such amendment does not entail an extension beyond theexpiry of the Exercise Period; and

vi. amendments necessary to suspend or terminate this Plan.

(b) Security holder approval will be required for the following types of amendments:

i. amendments to the number of Subordinate Voting Shares issuable under thisPlan, including an increase to a fixed maximum percentage of SubordinateVoting Shares or a change from a fixed maximum percentage of SubordinateVoting Shares to a fixed maximum number;

ii. any amendment to this Plan that increases the length of the period after aBlackout Period during which RSUs may be exercised;

iii. any amendment extending the term of an RSU held by an insider beyond theexpiry of its Exercise Period, except as provided in Section 4.2;

iv. any amendment to the amendment provisions granting additional powers to theBoard to amend this Plan without security holder approval;

v. any amendment which would allow for the transfer or assignment of RSUsunder this Plan, other than for normal estate settlement purposes; and

vi. amendments required to be approved by security holders under applicable law(including the rules, regulations and policies of the Toronto Stock Exchange).

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5.10 Unfunded and Unsecured Plan

This Plan shall be unfunded and the Company will not secure its obligations under this Plan. To the extent anyParticipant or his or her estate holds any rights by virtue of a grant of RSUs under this Plan, such rights shall be nogreater than the rights of an unsecured creditor of the Company.

5.11 Non-Exclusivity

Nothing contained in this Plan prevents the Company from adopting other or additional compensation arrangementsfor the benefit of any Participant, subject to any required regulatory or shareholder approval.

5.12 Corporate Action

Nothing contained in this Plan or in an RSU shall be construed so as to prevent the Company from taking corporateaction which is deemed by the Company to be appropriate or in its best interest, whether or not such action wouldhave an adverse effect on this Plan or any RSU, including, with respect to an RSU previously granted.

5.13 Notices

All written notices to be given by the Participant to the Company shall be delivered personally or by registered mail,postage prepaid, addressed as follows:

Recipe Unlimited Corporation199 Four Valley DriveVaughan, ON L4K 0B8

Attention: Vice President, General CounselFacsimile: 1 866 707 1268

Any notice given by the Participant pursuant to the terms of an RSU shall not be effective until actually received bythe Company at the above address.

5.14 Governing Law

This Plan is created under and is to be governed, construed and administered in accordance with the laws of theProvince of Ontario and the laws of Canada applicable therein.

[Schedules to the Plan follow this page.]

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SCHEDULE A

RESTRICTED SHARE UNIT PLAN

FORM OF RSU GRANT NOTICE

Recipe Unlimited Corporation (the “Company”) hereby grants the following award to the Participant named belowin accordance with and subject to the terms, conditions and restrictions of this RSU Grant Notice (“Notice”),together with the provisions of the Restricted Share Unit Plan of the Company (the “Plan”) dated August 9, 2018:

Name and Address of Participant: _________________________________________Type of Participant: [Employee Participant/Director]Date of Grant: __________________________________________________________Total Number of Granted RSUs: ___________________________________________Performance Conditions: the following performance conditions must be satisfied before any RSUs maybe subject to vesting and exercise:

Subject to the terms of the Plan, if the Company’s [insert applicable fiscal year] overall AnnualBudget (i.e. the annual budget approved by the Board for the applicable fiscal year) is earned, thenthe performance conditions will be satisfied and consequently the RSUs identified in this Noticewill be subject to vesting and exercise.

Vesting Period: Subject to the terms of the Plan and subject to earning the Performance Conditions, eachRSU will vest on the third (3rd) anniversary of the Date of Grant.Exercise Period: Subject to the terms of the Plan and subject to earning the Performance Conditions, theExercise Period shall be from the third (3rd) anniversary of the Date of Grant, until the tenth(10th) anniversary of the Date of Grant unless otherwise provided for in the Plan.

1. The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of thisNotice and all capitalized terms used herein, unless expressly defined in a different manner, have themeanings ascribed thereto in the Plan.

2. Subject to Sections 4.10 (Liquidity Event) and 5.4 (Immediate Exercise of Awards) of the Plan and unlessotherwise determined by the Plan Administrator at the time of granting an RSU, each RSU is exercisable asset forth in Section 4.4 of the Plan.

3. In no event are the RSUs granted hereunder exercisable after the expiration of the relevant Exercise Period.

4. No fractional Subordinate Voting Shares will be issued on the exercise of the RSUs granted hereunder. If,as a result of any adjustment to the number of Subordinate Voting Shares issuable on the exercise of theRSUs granted hereunder pursuant to the Plan, the Participant would be entitled to receive a fractionalSubordinate Voting Share, the Participant has the right to acquire only the adjusted number of fullSubordinate Voting Shares and no payment or other adjustment will be made with respect to the fractionalSubordinate Voting Shares so disregarded.

5. Nothing in the Plan or in this Notice will affect the right of the Company or any Related Entity to terminatethe employment of any Eligible Participant at any time for any reason whatsoever. Upon such termination,the Participant’s rights to exercise RSUs will be subject to restrictions and time limits for the exercise ofRSUs. Complete details of such restrictions are set out in the Plan (in particular Sections 4.7 and 4.8).

6. All notices to the Company must be delivered personally or by prepaid registered mail and must beaddressed as follows:

199 Four Valley DriveVaughan, ONL4K 0B8


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All notices to the Participant (if given in writing) will be addressed to the principal address of theParticipant on file with the Company. Either the Company or the Participant may designate a differentaddress by written notice to the other. Any notice given by either the Participant or the Company is notbinding on the applicable recipient until received.

7. The Company is not obligated to grant any RSUs, issue any Subordinate Voting Shares or other securities,make any payments or take any other action if, in the opinion of the Plan Administrator, in its solediscretion, such action would constitute a violation by an Participant or the Company of any provision ofany applicable statutory or regulatory enactment of any government or government agency for so long assuch violation remains outstanding.

8. Subject to Section 4.7 of the Plan, the RSUs granted pursuant to this RSU Grant Notice may only beexercised during the lifetime of the Participant by the Participant personally and, subject to Section 3.6 ofthe Plan, no assignment or transfer of the RSUs, whether voluntary, involuntary, by operation of law orotherwise, vests any interest or right in such RSUs whatsoever in any assignee or transferee, andimmediately upon any assignment or transfer or any attempt to make such assignment or transfer, the RSUsgranted hereunder terminate and are of no further force or effect. Complete details of this restriction are setout in the Plan.

9. The Participant hereby agrees that:

(a) any rule, regulation or determination, including the interpretation by the Plan Administrator, theRSUs granted hereunder and the exercise thereof, is final and conclusive for all purposes andbinding on all Persons including the Company and the Participant;

(b) the grant of RSUs does not affect in any way the right of the Company or any Related Entity ofthe Company to terminate the employment or service of the Participant; and

(c) the Participant will not tender to the Company or its agent in any normal course issuer bidundertaken by the Company any Subordinate Voting Shares received (i) upon the exercise ofRSUs hereunder, or (ii) pursuant to any of the Company’s security based compensationarrangements (including pursuant to grants or issuances prior to the date of this RSU GrantNotice).

10. The Participant hereby agrees that notwithstanding any provision in the Plan or this RSU Grant Notice tothe contrary, if the Plan Administrator determines that the Participant has violated any of the covenants setforth in Exhibit A attached to this RSU Grant Notice:

(a) any unexercised RSUs held by the Participant (whether vested or unvested) shall immediatelyterminate and be forfeited; and

(b) the Company or its designee may, upon written notice to the Participant, repurchase anySubordinate Voting Shares purchased upon the exercise of the RSUs at any time at a price equal tothe lower of (i) the amount paid by the Participant for them, and (ii) the then-current Fair MarketValue.

11. This RSU Grant Notice has been made in and is to be construed under and in accordance with the laws ofthe Province of Ontario and the laws of Canada applicable therein


By:

Name:

Title:

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SCHEDULE B

EXERCISE NOTICE

I, , hereby exercise the vested RSUsin Recipe Unlimited Corporation (the “Company”). This Exercise Notice is delivered in respect of the RSUs whichconvert to Subordinate Voting Shares of the Company that was granted to me onpursuant to the RSU Grant Notice entered into between the Company and me under the Performance Share UnitPlan (the “Plan”). In connection with the foregoing:

(tick one)

I hereby elect to receive an amount in cash per RSU equal to the cash proceeds realized upon the sale of theSubordinate Voting Shares (subject to market conditions for such sale) by a securities dealer in the capitalmarkets, less the Applicable Withholding Amount;

I hereby elect to receive an aggregate number of Subordinate Voting Shares that is equal to the number ofRSUs underlying the RSU Grant Notice minus the number of Subordinate Voting Shares sold by asecurities dealer (subject to market conditions for such sale) in the capital markets as required to realizecash proceeds equal to the Applicable Withholding Amount; or

I hereby elect to receive the number of Subordinate Voting Shares that is equal to the number of RSUsunderlying the RSU Grant Notice and the Participant shall be responsible for paying in cash, or by certifiedcheque, bank draft or money order payable to the Company an amount equal to the Applicable WithholdingAmount.

Capitalized terms used but not otherwise defined in this Exercise Notice shall have the meaning given in the Plan.

Date Participant’s Signature

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EXHIBIT ALONG-TERM CONSIDERATION FOR RSUs

By accepting the RSU grant reflected in the RSU Grant Notice, the Participant agrees to observe the followingcovenants and agrees to the sanctions described in the Restricted Share Unit Plan dated August 9, 2018 (the “Plan”)in the event that the Company determines that the Participant has breached the following covenants:

1. Confidentiality

The Participant agrees that, by virtue of the performance of the normal duties associated with the Participant’sposition or relationship with the Company or one of its Related Entities and by virtue of the relationship of trust andconfidence between the Participant and the Company or one of its Related Entities, the Participant possesses andwill possess certain data and knowledge of operations of the Company and/or its Related Entities which areconfidential and proprietary in nature. The Participant covenants and agrees that the Participant will not, at any time,whether during the term of this Plan or otherwise, reveal, divulge or make known to any person or use for theParticipant’s own account, any confidential or proprietary record, data, trade secret, pricing policy, bid amount, bidstrategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company or anyof its Related Entities, or any other confidential or proprietary information whatsoever (the “ConfidentialInformation”), whether or not obtained with the knowledge and permission of the Company or one of its RelatedEntities and whether or not developed, devised or otherwise created in whole or in part by the Participant’s efforts.The Participant further covenants and agrees that the Participant shall retain all such knowledge and informationacquired or developed in respect of such Confidential Information in trust for the sole benefit of the Company, itsRelated Entities and its successors and assigns. The Participant shall not, without the prior written consent of theCompany, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdictionover such matter, communicate or divulge any such Confidential Information to anyone other than the Company andthose designated by it. In the event that the Participant is compelled by order of a court or other governmental orlegal body to communicate or divulge any Confidential Information to anyone other than the Company and thosedesignated by it, the Participant shall promptly notify the General Counsel or Chief Financial Officer of theCompany of any such order and shall cooperate fully with the Company (and the owner of such ConfidentialInformation) in protecting such information to the extent possible under applicable law.

2. Intellectual Property

The Participant covenants and agrees that:

(a) all worldwide rights, title and interest in any and all advances, computer programs, concepts, compositions,data, database technologies, designs, discoveries, domain names, drawings, formulae, ideas, improvements,integrated circuit typographies, inventions, know-how, mask works, sketches, software, practices, processes,research materials, trade-secrets, work methods, patents, trade-marks, copyright works and any otherintellectual property (whether registrable or not) produced, made, composed, written, performed, or designedby the Participant, either alone or jointly with others, in the course of the Participant’s employment or servicewith the Company or one of its Related Entities and in any way relating to the business of the Company orone of its Related Entities (the “Intellectual Property”), shall vest in and be the exclusive property of theCompany;

(b) both during the term of this Agreement and following termination of employment or service with theCompany or one of its Related Entities, the Participant will fully and promptly disclose to the Company,complete details of any Intellectual Property right arising in connection with the Participant’s employment orservice, with the intention that the Company shall have full knowledge and ownership of the working andpractical applications of such right;

(c) at the expense of the Company, the Participant will co-operate in executing all necessary deeds anddocuments and shall co-operate in all other such acts and things as the Company may reasonably require inorder to vest such Intellectual Property rights in the name of the Company;

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(d) the Participant hereby waives any and all author’s, moral, and proprietary rights that the Participant may nowor in the future have in any Intellectual Property developed in the course of the Participant’s employment orservice with the Company or one of its Related Entities; and

(e) the Company shall have the sole and exclusive ownership of and right of control over any and all business,customers, and goodwill created or developed by the Participant in the course of the Participant’s employmentor service with the Company or one of its Related Entities, including all information, records, and documentsconcerning business and customer accounts and all other instruments, documents, records, data, andinformation concerning or relating to the Company’s business activities, interests and pursuits.

3. Non-Solicitation

The Participant covenants and agrees that the Participant will not, without the prior written consent of the board ofdirectors of the Company, while remaining an Participant and/or holder of Subordinate Voting Shares and for thelater of: (i) the non-solicitation period set out in the Participant’s employment agreement, if any, and (ii) a period oftwelve (12) months following the later of the last day that the Participant remains a Participant or holder ofSubordinate Voting Shares (collectively the “Restricted Period”), directly or indirectly, for whatever reason,whether for the Participant’s own benefit or for the benefit of any other person, firm, company or other organizationwith which the Participant has a relationship:

(a) solicit for employment, employ, or otherwise deal with in a manner which interferes with the relationship of theCompany or any of its Related Entities with any person who is an employee of the Company or any of its RelatedEntities (an “Employee”) during the Participant’s employment with or service to the Company and during theRestricted Period, unless such Employee (i) shall no longer be actively employed or engaged by the Company or anyof its Related Entities or (ii) without the direction of the Participant, responded to a public advertisement solicitingemployment.

SCHEDULE C

PSU PLAN


Performance Share Unit Plan

Effective as of August 9, 2018

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Performance Share Unit Plan

ARTICLE 1PURPOSE

1.1 Purpose of this Plan

The purpose of this Plan is to assist the Company in attracting, retaining and motivating key employees and Directors in thelong-term success of the Company and to promote a greater alignment of their interests with the interests of the Company’sshareholders.

1.2 Application of this Plan

This Plan shall be effective as of August 9, 2018. The Board may, in its discretion, at any time, and from time to time, issuePerformance Share Units to Eligible Participants as it determines appropriate under this Plan. However, any such issuedPerformance Share Units may not be paid out in Shares in any event until receipt of the necessary approvals fromshareholders of the Company, the Toronto Stock Exchange, and any other applicable regulatory bodies authorities.

ARTICLE 2INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the following meanings, respectively:(a) “Applicable Withholding Amount” means any and all taxes and other source deductions or other

amounts which the Company is required by law to withhold from any amounts to be paid or creditedhereunder;

(b) “Blackout Period” means any period imposed by the Company, during which specified individuals,including insiders of the Company, may not trade in the Company’s securities (including for greatercertainty any period during which specific individuals are restricted from trading because they havematerial non-public information), but does not include any period when a regulator has halted trading inthe Company’s securities;

(c) “Board” means the board of directors of the Company;

(d) “Business Day” means any day, other than a Saturday, Sunday or statutory holiday in the Province ofOntario;

(e) “Company” means Recipe Unlimited Corporation, and any successor thereto;

(f) “Control” and similar expressions mean a relationship between two Persons wherein one of suchPersons has the power, through the ownership of equity securities, by contract or otherwise, to directlyor indirectly direct the management and policies of the other such Person;

(g) “Date of Grant” means, for any PSUs, the date upon which the PSUs were granted or such later datespecified by the Plan Administrator at the time it grants the PSUs;

(h) “Director” means a member of the Board;

(i) “Disabled” or “Disability” means the permanent and total incapacity of the Participant as determinedby the Board for purposes of this Plan;

(j) “Eligible Participant” means an Employee Participant or Director, who the Board has identified maybe granted PSUs pursuant to this Plan;

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(k) “Employee Participant” means a current employee of the Company or a Related Entity of theCompany;

(l) “Exercise Notice” means a notice in writing, in the form set out in Schedule “B”, signed by aParticipant and stating the Participant’s intention to exercise a particular PSU;

(m) “Fairfax Company” means Fairfax Financial Holdings Limited (and any of its successors) and all of itsRelated Entities, collectively;

(n) “Fair Market Value” means the volume weighted average trading price of the Subordinate VotingShares on the Toronto Stock Exchange for the five (5) trading days on which the Subordinate VotingShares were traded immediately preceding the applicable day or, if the Subordinate Voting Shares arenot then traded on the Toronto Stock Exchange, the fair market value of a Subordinate Voting Share asdetermined by the Board in its discretion; provided that, in respect of any Participants who are U.S.taxpayers, the Fair Market Value shall be the greater of (i) the volume weighted average trading price ofthe Subordinate Voting Shares on the Toronto Stock Exchange for the five (5) trading days on whichthe Subordinate Voting Shares were traded immediately preceding the applicable day and (ii) theclosing price of the Subordinate Voting Shares on the Toronto Stock Exchange on the last trading dayon which the Subordinate Voting Shares were traded immediately preceding the applicable date;

(o) “Liquidity Event” means:

i. an event, in one transaction or a series of transactions (related or otherwise), including anyamalgamation, arrangement, merger, consolidation, tender offer, exchange offer, share acquisition,binding share exchange, business combination, recapitalization or similar transaction, which results inone Person, other than with a Fairfax Company or Phelan Group Shareholder or any combination ofthe two, together with any Related Entities of such Person, acquiring beneficial ownership, directly orindirectly, or exercising direction or control, over more than 50% of the combined voting powerattached to all of the Company’s outstanding Securities;

ii. a sale, lease, transfer, exclusive license or other disposition, in a single transaction or series oftransactions (related or otherwise), of all or substantially all of the assets of the Company except wheresuch sale, lease, transfer or other disposition is to a Related Entity of the Company or to a FairfaxCompany or a Phelan Group Shareholder including a partnership or other entity connected to a royaltytrust structure connected to the Company;

iii. the adoption by the Company of a plan of liquidation providing for the distribution of all orsubstantially all of the Company’s assets; or

iv. any event specified from time to time by the Board;

provided however, unless otherwise determined by the Board, that any one or more of the following events shall notconstitute a Liquidity Event: (i) an amalgamation or consolidation of the Company with or into a Related Entity ofthe Company or with or into a Fairfax Company or a Phelan Group Shareholder; (ii) a transaction undertaken solelyfor the purpose of changing the Company’s place of domicile or jurisdiction of incorporation; (iii) a change ofcontrol by virtue of any other transaction with a Fairfax Company or a Phelan Group Shareholder; or (iv) a changeof control by virtue of Phelan Group Shareholders completing a transaction with a Phelan Group Shareholderscompany;

(p) “Multiple Voting Shares” means the multiple voting shares in the capital of the Company;

(q) “Participant” means an Eligible Participant who is participating in the Plan in accordance with Section3.3 or has received a discretionary grant of PSUs in accordance with Section 4.5;

(r) “Performance Conditions” means at the time a grant of PSUs is made, the Board may, in its solediscretion, establish such performance conditions necessary to earn and subsequent vesting of PSUs andsuch conditions shall be described in the PSU Grant Notice;

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(s) “Person” includes an individual, sole proprietorship, partnership, unincorporated association,unincorporated syndicate, unincorporated organization, trust, body corporate, limited liability company,and a natural person in his or her capacity as trustee, executor, administrator or other legalrepresentative;

(t) “Phelan Group Shareholders” means Cara Holdings Limited and its Related Entities, together withthe Related Entities of Gail Regan, Rosemary Phelan and Holiday Phelan-Johnson, and their respectivepermitted assigns;

(u) “Plan” means this Performance Share Unit Plan as set out herein and as amended from time to time inaccordance with the provisions hereof;

(v) “Plan Administrator” means the Board or such other person or committee to whom the Board mayhave delegated the administration and operation of this Plan pursuant to Section 3.2;

(w) “Performance Share Unit” or “PSU” means a unit equivalent in value to a Subordinate Voting Share,credited by means of a bookkeeping entry in the books of the Company;

(x) “Related Entity” means, with respect to any Person, an entity that Controls, is Controlled by, or isunder common Control with, that Person;

(y) “Retirement” means retirement from active employment with the Company or a Related Entity of theCompany at or after age sixty (60) provided that such employee (i) has given at least one hundred andtwenty (120) days prior written notice of resignation to the CEO of the Company, (ii) is retiring in goodstanding with the Company, (iii) shall not work for a competitor of the Company for a period of two(2) years following the effective date of retirement from the Company, (iv) shall not obtain alternate fulltime employment for a period of two (2) years following the effective date of retirement from theCompany (it being understood that consulting, advisory and board work will be permitted, other than toa competitor of the Company), and (v) the Plan Administrator has approved such retirement, at itsdiscretion;

(z) “PSU Grant Notice” means a notice of grant, substantially in the form attached as Schedule A, subjectto any amendments or additions as may, in the discretion of the Board, be necessary or advisable,evidencing the PSUs granted and the corresponding terms and conditions under this Plan, and as signedby any one of the CEO, CFO and General Counsel on behalf of the Company;

(aa) “PSU Shares” means Subordinate Voting Shares that will be issued by the Company upon the exerciseof outstanding PSUs;

(bb) “Shares” means, collectively, the issued and outstanding Subordinate Voting Shares and MultipleVoting Shares, and includes (i) any shares or securities into which Shares may be converted or changedor which result from a consolidation, subdivision, reclassification or redesignation of Shares, and(ii) any shares or securities which may be received by the parties hereto or bound hereby as a result ofan amalgamation, merger, arrangement or other reorganization of or including the Company;

(cc) “Subordinate Voting Shares” means the subordinate voting shares in the capital of the Company;

(dd) “Termination Date” means:

i. in the case of an Employee Participant whose employment with the Company or a Related Entity ofthe Company terminates in the circumstances set out in Section 4.8(b) or Section 4.8(c), the date that isthe last day of active employment (taking into account any statutory notice period that is applicable tothe Participant provided such statutory notice period is required by applicable employment standardslegislation to be factored into the determination of the Termination Date (for greater certainty, suchdetermination shall not include any period of post termination salary continuance beyond theapplicable statutory notice period)), provided that in the case of termination of employment byvoluntary resignation by the Participant, such date shall not be earlier than the date notice ofresignation was given, and for greater certainty “Termination Date” specifically does not mean the

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date on which any period of reasonable notice that the Company or the Related Entity of the Company(as the case may be) may be required at law to provide to the Participant expires;

ii. in the case of an Employee Participant whose employment with the Company or a Related Entity ofthe Company ceases due to death or Disability, the date that is the date upon which such death orDisability has occurred (the date of which shall be as determined by the Board or as the Board may bedelegate);

iii. in the case of an Employee Participant whose employment with the Company or a Related Entity ofthe Company ceases due to Retirement, the date as determined by the Plan Administrator;

iv. in the case of a Director who ceases to hold office in the circumstances set out in Section 4.8(f) orSection 4.8(g), the date upon which the Participant ceases to hold office; or

v. in the case of a Director who is also an Employee Participant at the time of the applicable Date ofGrant, the termination date shall be the date that is the later of the applicable termination dates set forthin: (a) subparagraph 2.1(ee)(i) above; and (b) subparagraph 2.1(ee)(iv) above.

2.2 Interpretation

(a) This Plan is created under and is to be governed, construed and administered in accordance with thelaws of the Province of Ontario and the laws of Canada applicable therein.

(b) Whenever the Board is to exercise discretion in the administration of the terms and conditions of thisPlan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

(c) As used herein, the terms “Article”, “Section” and “Schedule” mean and refer to the specified Article,Section and Schedule of this Plan, respectively.

(d) Where the word “including” or “includes” is used in this Plan, it means “including (or includes)without limitation”.

(e) Words importing the singular include the plural and vice versa and words importing any gender includeany other gender.

(f) Whenever any payment is to be made or action is to be taken on a day which is not a Business Day,such payment shall be made or such action shall be taken on the next following Business Day.

(g) Unless otherwise specified, all references to money amounts are to Canadian currency.

ARTICLE 3ADMINISTRATION OF THE PLAN

3.1 Administration

Subject to Section 3.2, this Plan will be administered by the Board and the Board has sole and complete authority, in itsdiscretion, to:

(a) determine the individuals (from among the Participants) to whom PSUs may be granted;

(b) grant PSUs in such amounts and, subject to the provisions of this Plan, on such terms and conditions asit determines, including any applicable limitations, restrictions, vesting period and conditions;

(c) interpret this Plan and adopt, amend, prescribe and rescind administrative guidelines and other rules andregulations relating to this Plan; and

(d) exercise rights reserved to the Company under the Plan;

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(e) prescribe forms for notices to be prescribed by the Company under this Plan; and

(f) make all other determinations and take all other actions necessary or advisable for the implementationand administration of this Plan.

The Board’s determinations and actions within its authority under this Plan are conclusive and binding on the Company, theParticipant and all other Persons.

3.2 Delegation of Plan Administration

(a) The initial Plan Administrator shall be the Board. The day-to-day administration and operation of thisPlan may be delegated to such officers and employees of the Company as the Board determines, whichdelegation may be revoked by the Board at any time in its sole discretion.

(b) No member of the Board or any person acting pursuant to authority delegated by the Board under thisPlan shall be liable for any action or determination in connection with the Plan made or taken in goodfaith, and each member of the Board and each such person shall be entitled to indemnification by theCompany with respect to any such action or determination

3.3 Eligibility

Any individual who at the relevant time is an Eligible Participant is eligible to participate in the Plan. Eligibility toparticipate or prior year’s participation does not confer upon any individual a right to receive an award of Performance ShareUnits pursuant to the Plan. The extent to which any Participants are entitled to be granted PSUs pursuant to this Plan will bedetermined in the discretion of the Plan Administrator. By accepting the grant of PSUs under this Plan the Participant agreesto be bound by all the terms and conditions of the Plan.

3.4 Total Subordinate Voting Shares Subject to PSUs

(a) The aggregate number of Subordinate Voting Shares that may be issued pursuant to all security-basedcompensation arrangements of the Company, shall be a maximum of fifteen percent (15%) of the issuedand outstanding Shares from time to time. No PSUs may be granted if such grant would have the effect ofcausing the total number of Subordinate Voting Shares subject to PSUs (including all other security-basedcompensation arrangements of the Company, collectively), to exceed the above-noted total number ofSubordinate Voting Shares reserved for issuance pursuant to the exercise of PSUs.

(b) All Subordinate Voting Shares issued pursuant to the exercise of PSUs (including all other security-basedcompensation arrangements of the Company, collectively) and all Subordinate Voting Shares reserved forissuance pursuant to PSUs (including all other security-based compensation arrangements of the Company,collectively) which are cancelled or terminated without having been exercised shall be again available forissuance pursuant to PSUs granted under this Plan.

3.5 PSU Grant Notice

All grants of PSUs under this Plan will be evidenced by a PSU Grant Notice. Such PSU Grant Notices will be subject to theapplicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions thatthe Plan Administrator may direct. The Plan Administrator shall authorize and empower any director or the CEO, CFO orGeneral Counsel of the Company to execute and deliver, for and on behalf of the Company, an PSU Grant Notice to eachParticipant.3.6 Non-Transferability

Subject to Section 4.6, Section 4.7 (as it relates to Death and Disability) and the rules and policies of any stock exchange onwhich the Subordinate Voting Shares are listed, if applicable, and applicable law, PSUs granted under this Plan may only beexercised during the lifetime of the Participant by such Participant personally. No assignment or transfer of PSUs, whethervoluntary, involuntary, by operation of law or otherwise, vests any interest or right in such PSUs whatsoever in any assigneeor transferee and immediately upon any assignment or transfer, or any attempt to make the same, such PSUs will terminateand be of no further force or effect.

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ARTICLE 4PERFORMANCE SHARE UNITS

4.1 Grant of Performance Share Units

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions asthe Plan Administrator may prescribe, grant PSUs to any Participant as reflected in the applicable Participant’s PSU GrantNotice.

4.2 Term of PSUs

Subject to any accelerated termination as set forth in this Plan, each PSU, unless otherwise specified by the PlanAdministrator, expires ten (10) years from the Date of Grant. Notwithstanding the foregoing, if any PSUs would otherwiseexpire during a Blackout Period, the term of such PSUs shall automatically be extended until ten (10) Business Days after theend of the Blackout Period.

4.3 Performance Conditions

The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing anyPerformance Conditions to earn applicable PSUs. The Board may determine that in addition to requiring the earning of anyone or more Performance Conditions the Employee Participant must still be employed by the Company at the end of theapplicable vesting period (as described in the PSU Grant Notice), before any PSUs may be deemed vested, in whole or inpart. Performance Conditions and vesting periods may differ for Performance Share Units granted to any one Participant orto different Participants, including different Performance Conditions and/or vesting periods and different annual grants fordifferent PSU grants to the same Participant.

4.4 Exercise Period and Vesting

(a) Unless otherwise specified by the Plan Administrator at the time of granting a PSU and except as otherwiseprovided in this Plan (including any requirement to earn Performance Conditions):

i. Vesting: each earned PSU will vest on the fifth (5th) anniversary of the Date of Grant unless vesting isaccelerated as provided for in this Plan; and

ii. Exercise Period: each vested PSU shall be exercisable from the fifth (5th) anniversary of the Date ofGrant, until the tenth (10th) anniversary of the Date of Grant unless otherwise provided for in this Plan.

(b) Once a PSU becomes vested, it shall remain vested and shall be exercisable until expiration or terminationof the PSU, unless otherwise specified by the Plan Administrator. Each PSU may be exercised at any timeor from time to time, in whole or in part, for up to the total number of PSU Shares with respect to which itis then exercisable.

(c) Subject to the provisions of this Plan and any PSU Grant Notice, PSUs shall be exercised by means of afully completed Exercise Notice delivered to the Company.

4.5 Discretionary Grants

In addition to the grant of Performance Share Units as contemplated by Section 4.1, the Board may, from time to time,subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant additionalPerformance Share Units to any Participant on a discretionary basis (with or without Performance Conditions). Adiscretionary grant of Performance Share Units for a calendar year to a Participant shall be evidenced by a PSU Grant Notice.The Board may, in its sole discretion, designate a vesting schedule or terms and conditions applicable to any such PSU GrantNotice.

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4.6 Settlement of Vested and Exercisable PSUs and Payment of Applicable Withholding Amount

Unless otherwise specified by the Plan Administrator at the time of granting a PSU, for the Participant to exercise and settlevested PSUs, the Participant must submit a completed Exercise Notice indicating the Participant’s settlement election forvested and exercisable PSUs:

(a) whereby the Participant elects on the Exercise Notice to receive an amount in cash per PSU equal to thecash proceeds realized upon the sale of the Subordinate Voting Shares (subject to market conditions forsuch sale) by a securities dealer in the capital markets, less the Applicable Withholding Amount;

(b) whereby the Participant elects on the Exercise Notice to receive an aggregate number of SubordinateVoting Shares that is equal to the number of PSUs underlying the PSU Grant Notice minus the number ofSubordinate Voting Shares sold by a securities dealer (subject to market conditions for such sale) in thecapital markets as required to realize cash proceeds equal to the Applicable Withholding Amount; or

(c) whereby the Participant elects on the Exercise Notice to receive the number of Subordinate Voting Sharesthat is equal to the number of PSUs underlying the PSU Grant Notice and the Participant shall beresponsible for paying in cash, or by certified cheque, bank draft or money order payable to the Companyan amount equal to the Applicable Withholding Amount.

For certainty, the Applicable Withholding Amount must be fully paid by the Participant to the Company at the time ofsettlement (by such means as noted in 4.6 (a), (b) and (c) above or as might be specified from time to time by the Company).The transfer cost charged by the securities dealer to sell the Subordinate Voting Shares shall also be the responsibility of theParticipant and accordingly, such amount may be deducted by the securities dealer from the net proceeds payable to theParticipant.

No Subordinate Voting Shares will be issued or transferred until full payment therefor has been received by the Companyand the Participant has signed any applicable documents as determined by the Company acting reasonably. If, as and whenany Subordinate Voting Shares have been duly issued upon the exercise of a PSU and in accordance with the terms of suchPSU and this Plan and any regulations made hereunder, such Subordinate Voting Shares shall be conclusively deemedallotted as fully paid and non-assessable.

4.7 Retirement, Death or Disability of Participant

Subject to Section 4.9 or unless otherwise specified by the Plan Administrator at the time of granting an PSU, if a Participantdies or becomes Disabled while an employee or director of the Company or a Related Entity of the Company or if theemployment or term of office of the Participant with the Company or a Related Entity of the Company terminates due toRetirement:

(a) the executor or administrator of the Participant’s estate or the Participant, as the case may be, may exerciseany PSUs of the Participant to the extent that the PSUs have vested as at the date of such death, Disabilityor Retirement and the right to exercise such PSUs terminates on the earlier of: (i) the date on which theExercise Period of the particular PSU expires; (ii) the date that is one hundred and eighty (180) days afterthe Participant’s death or Disability; or (iii) the date that is two (2) years after the Participant’s Retirement;

(b) PSUs that have earned the applicable Performance Conditions but have not vested by the applicableTermination Date will accelerate and vest on a pro-rata basis, up to the applicable Termination Date, andthe Participant may follow the steps set forth in Section 4.6 and this Section 4.7 (as applicable) to settle thevested PSUs; and

the Participant’s eligibility to receive further grants of PSUs under this Plan ceases as of the date of the Participant’s death,Disability or Retirement, as the case may be.

4.8 Termination of Employment or Services

Subject to Section 4.9, or unless otherwise specified by the Plan Administrator at the time of granting a PSU:(a) Where, in the case of an Employee Participant, such employment with the Company or a Related Entity of

the Company ceases by reason of the Participant’s death, Disability or Retirement, then the provisions ofSection 4.7 will apply.

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(b) Where, in the case of an Employee Participant, such employment is terminated by the Company or aRelated Entity of the Company without cause (whether such termination occurs with or without any oradequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonablenotice), then any PSUs held by the Employee Participant that have vested as at the Termination Date shallbe exercisable by the Participant until the earlier of: (i) the date on which the Exercise Period of theparticular PSU expires; or (ii) the date that is ninety (90) days after the Termination Date. Any PSUs heldby the Participant that have not vested as at the Termination Date immediately expire and are cancelled onthe Termination Date.

(c) Where, in the case of an Employee Participant, such employment terminates by reason of: (i) terminationby the Company or a Related Entity of the Company for cause; or (ii) voluntary resignation by theParticipant, then any PSUs held by the Participant, that have not vested as at the Termination Date,immediately expire and are cancelled on the Termination Date.

(d) Where, in the case of an Employee Participant, such employment terminates by reason of voluntaryresignation by the Employee Participant, then the PSUs held by the Employee Participant that have vestedas at the Termination Date shall be exercisable by the Employee Participant until the earlier of: (i) the dateon which the Exercise Period of the particular PSU expires; or (ii) the date that is ninety (90) days after theTermination Date.

(e) Where, in the case of an Employee Participant, such employment terminates by reason of termination bythe Company or a Related Entity of the Company for cause then any PSUs held by the EmployeeParticipant, that have vested as at the Termination Date shall be exercisable by the Employee Participantuntil the earlier of: (i) the date on which the Exercise Period of the particular PSU expires; or (ii) the datethat is ninety (90) days after the Termination Date, provided the Employee Participant’s termination is notdue to criminal act (as determined by the Plan Administrator in its sole discretion), in which case theEmployee Participant’s right to exercise shall not apply and the vested PSUs shall immediately expire andbe cancelled on the Termination Date.

(f) Where, in the case of a Director, a Participant ceases to hold office by reason of (i) removal by theshareholders of the Company or of the Related Entity of the Company, as the case may be, or (ii) voluntaryresignation by the Participant, then any PSUs held by the Participant that have vested as at the TerminationDate shall be exercisable by the Participant until the earlier of: (i) the date on which the Exercise Period ofthe particular PSU expires; or (ii) the date that is sixty (60) days after the Termination Date. Any PSUs heldby the Participant that have not vested as at the Termination Date, immediately expire and are cancelled onthe Termination Date.

(g) Notwithstanding Section 4.8(f), where, in the case of a Director, a Participant ceases to hold office and itwas determined by the Plan Administrator (in its sole discretion) that such Director committed a criminalact then any PSUs held by the Participant, whether or not they have vested as at the Termination Date,immediately expire and are cancelled on the Termination Date.

(h) A Participant’s eligibility to receive further grants of PSUs under this Plan ceases as of the date that theCompany or a Related Entity of the Company, as the case may be, provides the Participant with writtennotification that the Participant’s employment is terminated, notwithstanding that such date may be prior tothe Termination Date.

(i) Notwithstanding Sections 4.8(b) and 4.8(f), unless the Plan Administrator, in its discretion, otherwisedetermines, at any time and from time to time, PSUs are not affected by a change of employment or servicewithin or among the Company or a Related Entity of the Company for so long as the Employee Participantcontinues to be an employee of the Company or for so long as the Director continues to be a director orofficer of the Company.

4.9 Discretion to Permit Exercise

Notwithstanding the provisions of Sections 4.7 and 4.8, the Plan Administrator may, in its discretion, at any time prior to orfollowing the events contemplated in such sections, permit the exercise of any or all PSUs held by the Participant in themanner and on the terms authorized by the Plan Administrator, provided that the Plan Administrator will not, in any case,

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authorize the exercise of an PSU pursuant to this Section 4.9 beyond the expiration of the Exercise Period of the particularPSU.

4.10 Liquidity Event

Notwithstanding anything else in this Plan or any PSU Grant, in the case of a Liquidity Event all granted and unvested PSUsthat have earned the applicable Performance Conditions shall vest on an accelerated basis.4.11 Dividends

For certainty, although dividends may be declared and paid on Subordinate Voting Shares, additional PSUs shall not becredited to the Participant’s PSU account if any dividends are declared/paid.

ARTICLE 5SHARE CAPITAL ADJUSTMENTS

5.1 Share Capital Adjustments

If there is any change in the outstanding Subordinate Voting Shares by reason of any stock dividend or split, or in connectionwith a reclassification, reorganization, consolidation, distribution, merger or amalgamation or other change of SubordinateVoting Shares, the Board shall make, the appropriate substitution or adjustment in order to maintain the Participants’economic rights in respect of their PSUs in connection with such change, including without limitation adjustments to thenumber of PSUs recorded in the Participant’s notional account.

5.2 Compliance with Laws

The administration of the Plan shall be subject to and made in conformity with all applicable laws and any applicableregulations of a duly constituted regulatory authority. Should the Board, in its sole discretion, determine that it is not feasibleor desirable to honour an election in favour of Performance Share Units due to such laws or regulations, the Company’sobligation shall be satisfied by means of an equivalent cash payment (equivalence being determined on a before-tax basis).For greater certainty, the Board may adopt such rules or regulations and vary the terms of this Plan and any grant of PSUs asit considers necessary to address tax or other requirements of any applicable non-Canadian jurisdiction.

5.3 Reorganization of the Company

The existence of any Performance Share Units does not affect in any way the right or power of the Company or itsshareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in theCompany’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving theCompany, to create or issue any bonds, debentures, Shares or other securities of the Company or to determine the rights andconditions attaching thereto, to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part ofits assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whetheror not any such action referred to in this section would have an adverse effect on this Plan or any Performance Share Unitsgranted hereunder.

5.4 Immediate Exercise of Awards

Where the Plan Administrator determines that the steps provided in Sections 5.1 and 5.3 would not preserve proportionatelythe rights and obligations of the Participant in the circumstances or otherwise determines that it is appropriate, the PlanAdministrator may permit the immediate vesting and/or exercise, effective no later than the Business Day immediately priorto the date on which the event referenced in Section 5.1 or 5.3 is consummated, of any outstanding PSUs that are nototherwise vested and/or exercisable, and the cancellation of any outstanding PSUs which are not exercised within anyspecified period.

5.5 Assignment

Rights and obligations under the Plan may be assigned by the Company to a successor in the business of the Company, anyCompany resulting from any amalgamation, reorganization, combination, merger or arrangement of the Company, or anyCompany acquiring all or substantially all of the assets or business of the Company.

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5.6 Units Non-Transferable

Performance Share Units are non-transferable. Certificates representing Performance Share Units will not be issued by theCompany.

5.7 Additional Rights

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted asconferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan.In particular, participation in this Plan does not constitute a condition of employment or service nor a commitment on the partof the Company to ensure the continued employment or service of such Participant. This Plan does not provide any guaranteeagainst any loss which may result from fluctuations in the market value of the Subordinate Voting Shares. The Companydoes not assume responsibility for the personal income or other tax consequences for the Participants and they are advised toconsult with their own tax advisors.

5.8 No Shareholder Rights

Under no circumstances shall Performance Share Units be considered Shares or other securities of the Company, nor shallthey entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Shares or othersecurities of the Company, nor shall any Participant be considered the owner of Shares by virtue of the award of PerformanceShare Units.

5.9 Amendments and Termination

(a) The Board may amend, suspend or terminate this Plan, or any portion thereof, at any time, subject tothose provisions of applicable law (including, without limitation, the rules, regulations and policies ofthe Toronto Stock Exchange), if any, that require the approval of security holders or any governmentalor regulatory body. However, except as expressly set forth herein, no action of the Board or securityholders may adversely alter or impair the rights of a Participant without the consent of the affectedParticipant under any PSUs previously granted to the Participant. Without limiting the generality of theforegoing, the Board may make the following types of amendments to this Plan without seeking securityholder approval:

i. amendments of a “housekeeping” or administrative nature, including any amendment forthe purpose of curing any ambiguity, error or omission in this Plan or to correct orsupplement any provision of this Plan that is inconsistent with any other provision of thisPlan;

ii. amendments necessary to comply with the provisions of applicable law (including,without limitation, the rules, regulations and policies of the Toronto Stock Exchange);

iii. amendments necessary for grants to qualify for favourable treatment under applicable taxlaws;

iv. any amendment to the vesting provisions of this Plan or any PSU, provided suchamendment does not entail an extension beyond the expiry of the Exercise Period;

v. any amendment to the termination or early termination provisions of this Plan or anyPSU; and

vi. amendments necessary to suspend or terminate this Plan.

(b) Security holder approval will be required for the following types of amendments:

i. amendments to the number of Subordinate Voting Shares issuable under this Plan,including an increase to a fixed maximum percentage of Subordinate Voting Shares or a

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change from a fixed maximum percentage of Subordinate Voting Shares to a fixedmaximum number;

ii. any amendment to this Plan that increases the length of the period after a Blackout Periodduring which PSUs may be exercised;

iii. any amendment extending the term of an PSU held by an insider beyond the expiry of itsExercise Period, except as provided in Section 4.2;

iv. any amendment to the amendment provisions granting additional powers to the Board toamend this Plan without security holder approval;

v. any amendment which would allow for the transfer or assignment of PSUs under thisPlan, other than for normal estate settlement purposes; and

vi. amendments required to be approved by security holders under applicable law (includingthe rules, regulations and policies of the Toronto Stock Exchange).

5.10 Unfunded and Unsecured Plan

This Plan shall be unfunded and the Company will not secure its obligations under this Plan. To the extent any Participant orhis or her estate holds any rights by virtue of a grant of PSUs under this Plan, such rights shall be no greater than the rights ofan unsecured creditor of the Company.

5.11 Non-Exclusivity

Nothing contained in this Plan prevents the Company from adopting other or additional compensation arrangements for thebenefit of any Participant, subject to any required regulatory or shareholder approval.

5.12 Corporate Action

Nothing contained in this Plan or in an PSU shall be construed so as to prevent the Company from taking corporate actionwhich is deemed by the Company to be appropriate or in its best interest, whether or not such action would have an adverseeffect on this Plan or any PSU, including, with respect to a PSU previously granted.

5.13 Notices

All written notices to be given by the Participant to the Company shall be delivered personally or by registered mail, postageprepaid, addressed as follows:

Recipe Unlimited Corporation199 Four Valley DriveVaughan, ON L4K 0B8


Any notice given by the Participant pursuant to the terms of an PSU shall not be effective until actually received by theCompany at the above address.

5.14 Governing Law

This Plan is created under and is to be governed, construed and administered in accordance with the laws of the Province ofOntario and the laws of Canada applicable therein.

[Schedules to the Plan follow this page.]

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SCHEDULE A

PERFORMANCE SHARE UNIT PLAN

FORM OF PSU GRANT NOTICE

Recipe Unlimited Corporation (the “Company”) hereby grants the following award to the Participant named below inaccordance with and subject to the terms, conditions and restrictions of this PSU Grant Notice (“Notice”), together with theprovisions of the Performance Share Unit Plan of the Company (the “Plan”) dated August 9, 2018:

a. Name and Address of Participant: _________________________________________

b. Type of Participant: [Employee Participant/Director]

c. Date of Grant: __________________________________________________________

d. Total Number of Granted PSUs, if minimum three (3) year performance targets have been achieved (asdetailed in Exhibit A): _______________________________

e. Total Number of Granted PSUs, if maximum three (3) year performance targets have been achieved (asdetailed in Exhibit A): ______________________________

f. Performance Conditions: the following performance conditions must be satisfied before any PSUs may be subject tovesting and exercise:

Subject to the terms of the Plan, if:i. the minimum three (3) year performance targets, as detailed in Exhibit A to this PSU Grant Notice,

have been achieved, then the minimum performance conditions will be satisfied and consequentlythe total number of PSUs granted in (c) above will be subject to vesting and exercise; or

ii. the maximum three (3) year performance targets, as detailed in Exhibit A to this PSU GrantNotice, have been achieved, then the maximum performance conditions will be satisfied andconsequently double the total number of PSUs granted in (d) above will be subject to vesting andexercise.

For certainty, only one of (d) and (e) above may vest and become exercisable, subject to achieving the applicablePerformance Conditions, as detailed above and in Exhibit A to this Notice.

g. Vesting Period: Subject to the terms of the Plan and subject to earning the Performance Conditions, each PSU willvest on the fifth (5th) anniversary of the Date of Grant.

h. Exercise Period: Subject to the terms of the Plan and subject to earning the Performance Conditions, the ExercisePeriod shall be from the fifth (5th) anniversary of the Date of Grant, until the tenth (10th) anniversary of the Date ofGrant unless otherwise provided for in the Plan.

1. The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Notice andall capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed theretoin the Plan.

2. Subject to Sections 4.10 (Liquidity Event) and 5.4 (Immediate Exercise of Awards) of the Plan and unless otherwisedetermined by the Plan Administrator at the time of granting a PSU, each PSU is exercisable as set forth in Section4.4 of the Plan.

3. In no event are the PSUs granted hereunder exercisable after the expiration of the relevant Exercise Period.

4. No fractional Subordinate Voting Shares will be issued on the exercise of the PSUs granted hereunder. If, as a resultof any adjustment to the number of Subordinate Voting Shares issuable on the exercise of the PSUs granted

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hereunder pursuant to the Plan, the Participant would be entitled to receive a fractional Subordinate Voting Share,the Participant has the right to acquire only the adjusted number of full Subordinate Voting Shares and no paymentor other adjustment will be made with respect to the fractional Subordinate Voting Shares so disregarded.

5. Nothing in the Plan or in this Notice will affect the right of the Company or any Related Entity to terminate theemployment of any Eligible Participant at any time for any reason whatsoever. Upon such termination, theParticipant’s rights to exercise PSUs will be subject to restrictions and time limits for the exercise of PSUs.Complete details of such restrictions are set out in the Plan (in particular Sections 4.7 and 4.8).

6. All notices to the Company must be delivered personally or by prepaid registered mail and must be addressed asfollows:

199 Four Valley DriveVaughan, ONL4K 0B8


All notices to the Participant (if given in writing) will be addressed to the principal address of the Participant on filewith the Company. Either the Company or the Participant may designate a different address by written notice to theother. Any notice given by either the Participant or the Company is not binding on the applicable recipient untilreceived.

7. The Company is not obligated to grant any PSUs, issue any Subordinate Voting Shares or other securities, make anypayments or take any other action if, in the opinion of the Plan Administrator, in its sole discretion, such actionwould constitute a violation by an Participant or the Company of any provision of any applicable statutory orregulatory enactment of any government or government agency for so long as such violation remains outstanding.

8. Subject to Section 4.7 of the Plan, the PSUs granted pursuant to this PSU Grant Notice may only be exercisedduring the lifetime of the Participant by the Participant personally and, subject to Section 3.6 of the Plan, noassignment or transfer of the PSUs, whether voluntary, involuntary, by operation of law or otherwise, vests anyinterest or right in such PSUs whatsoever in any assignee or transferee, and immediately upon any assignment ortransfer or any attempt to make such assignment or transfer, the PSUs granted hereunder terminate and are of nofurther force or effect. Complete details of this restriction are set out in the Plan.

9. The Participant hereby agrees that:

(a) any rule, regulation or determination, including the interpretation by the Plan Administrator, the PSUsgranted hereunder and the exercise thereof, is final and conclusive for all purposes and binding on allPersons including the Company and the Participant;

(b) the grant of PSUs does not affect in any way the right of the Company or any Related Entity of theCompany to terminate the employment or service of the Participant; and

(c) the Participant will not tender to the Company or its agent in any normal course issuer bid undertaken bythe Company any Subordinate Voting Shares received (i) upon the exercise of PSUs hereunder, or (ii)pursuant to any of the Company’s security-based compensation arrangements (including pursuant to grantsor issuances prior to the date of this PSU Grant Notice).

10. The Participant hereby agrees that notwithstanding any provision in the Plan or this PSU Grant Notice to thecontrary, if the Plan Administrator determines that the Participant has violated any of the covenants set forth inExhibit B attached to this PSU Grant Notice:

(a) any unexercised PSUs held by the Participant (whether vested or unvested) shall immediately terminate andbe forfeited; and

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(b) the Company or its designee may, upon written notice to the Participant, repurchase any SubordinateVoting Shares purchased upon the exercise of the PSUs at any time at a price equal to the lower of (i) theamount paid by the Participant for them, and (ii) the then-current Fair Market Value.

11. This PSU Grant Notice has been made in and is to be construed under and in accordance with the laws of theProvince of Ontario and the laws of Canada applicable therein


By:

Name:

Title:

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EXHIBIT A

PERFORMANCE TARGETS

1. The minimum three (3) year performance targets shall be as follows (the “Minimum PerformanceTargets”):

a. [insert details of performance targets].

2. If Maximum Performance Targets are achieved, the number of PSUs earned will be two (2) times thenumber of granted PSUs that apply if Minimum Performance Targets are achieved (as detailed insubparagraphs (d) and (e) of the PSU Grant Notice). The maximum three (3) year performance targets shallbe as follows (the “Maximum Performance Targets”):

a. [insert details of performance targets].

3. The Participant may earn a pro-rata number of PSUs if the Participant has achieved more than theMinimum Performance Targets but less than the Maximum Performance Targets. Such pro-rata calculationshall be a linear calculation between one hundred percent (100%) and two hundred percent (200%) andcorresponding to the range between the Minimum Performance Targets and the Maximum PerformanceTargets.

4. The Minimum Performance Targets, the Maximum Performance Targets and any corresponding pro-ratacalculation shall collectively be referred to as the “Performance Targets”. The Performance Targets maybe determined by the Board either at the time of issuing the final PSU Grant Notice or after issuing the PSUGrant Notice. If the Performance Targets are determined by the Board after issuing the PSU Grant Notice,such Performance Targets shall be final and binding on the Participant.

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SCHEDULE B

EXERCISE NOTICE

I, , hereby exercise the vested PSUs in RecipeUnlimited Corporation (the “Company”). This Exercise Notice is delivered in respect of the PSUs which convert toSubordinate Voting Shares of the Company that was granted to me on pursuant to the PSUGrant Notice entered into between the Company and me under the Performance Share Unit Plan (the “Plan”). In connectionwith the foregoing:

(tick one)I hereby elect to receive an amount in cash per PSU equal to the cash proceeds realized upon the sale of theSubordinate Voting Shares (subject to market conditions for such sale) by a securities dealer in the capital markets,less the Applicable Withholding Amount;I hereby elect to receive an aggregate number of Subordinate Voting Shares that is equal to the number of PSUsunderlying the PSU Grant Notice minus the number of Subordinate Voting Shares sold by a securities dealer(subject to market conditions for such sale) in the capital markets as required to realize cash proceeds equal to theApplicable Withholding Amount; orI hereby elect to receive the number of Subordinate Voting Shares that is equal to the number of PSUs underlyingthe PSU Grant Notice and the Participant shall be responsible for paying in cash, or by certified cheque, bank draftor money order payable to the Company an amount equal to the Applicable Withholding Amount.

Capitalized terms used but not otherwise defined in this Exercise Notice shall have the meaning given in the Plan.

Date Participant’s Signature

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EXHIBIT BLONG-TERM CONSIDERATION FOR PSUs

By accepting the PSU grant reflected in the PSU Grant Notice, the Participant agrees to observe the following covenants andagrees to the sanctions described in the Performance Share Unit Plan dated August 9, 2018 (the “Plan”) in the event that theCompany determines that the Participant has breached the following covenants:

1. Confidentiality

The Participant agrees that, by virtue of the performance of the normal duties associated with the Participant’s position orrelationship with the Company or one of its Related Entities and by virtue of the relationship of trust and confidence betweenthe Participant and the Company or one of its Related Entities, the Participant possesses and will possess certain data andknowledge of operations of the Company and/or its Related Entities which are confidential and proprietary in nature. TheParticipant covenants and agrees that the Participant will not, at any time, whether during the term of this Plan or otherwise,reveal, divulge or make known to any person or use for the Participant’s own account, any confidential or proprietary record,data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining ordoing business by the Company or any of its Related Entities, or any other confidential or proprietary information whatsoever(the “Confidential Information”), whether or not obtained with the knowledge and permission of the Company or one of itsRelated Entities and whether or not developed, devised or otherwise created in whole or in part by the Participant’s efforts.The Participant further covenants and agrees that the Participant shall retain all such knowledge and information acquired ordeveloped in respect of such Confidential Information in trust for the sole benefit of the Company, its Related Entities and itssuccessors and assigns. The Participant shall not, without the prior written consent of the Company, unless compelledpursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate ordivulge any such Confidential Information to anyone other than the Company and those designated by it. In the event that theParticipant is compelled by order of a court or other governmental or legal body to communicate or divulge any ConfidentialInformation to anyone other than the Company and those designated by it, the Participant shall promptly notify the GeneralCounsel or Chief Financial Officer of the Company of any such order and shall cooperate fully with the Company (and theowner of such Confidential Information) in protecting such information to the extent possible under applicable law.

2. Intellectual Property

The Participant covenants and agrees that:

(a) all worldwide rights, title and interest in any and all advances, computer programs, concepts, compositions, data,database technologies, designs, discoveries, domain names, drawings, formulae, ideas, improvements, integratedcircuit typographies, inventions, know-how, mask works, sketches, software, practices, processes, research materials,trade-secrets, work methods, patents, trade-marks, copyright works and any other intellectual property (whetherregistrable or not) produced, made, composed, written, performed, or designed by the Participant, either alone orjointly with others, in the course of the Participant’s employment or service with the Company or one of its RelatedEntities and in any way relating to the business of the Company or one of its Related Entities (the “IntellectualProperty”), shall vest in and be the exclusive property of the Company;

(b) both during the term of this Agreement and following termination of employment or service with the Company or oneof its Related Entities, the Participant will fully and promptly disclose to the Company, complete details of anyIntellectual Property right arising in connection with the Participant’s employment or service, with the intention thatthe Company shall have full knowledge and ownership of the working and practical applications of such right;

(c) at the expense of the Company, the Participant will co-operate in executing all necessary deeds and documents andshall co-operate in all other such acts and things as the Company may reasonably require in order to vest suchIntellectual Property rights in the name of the Company;

(d) the Participant hereby waives any and all author’s, moral, and proprietary rights that the Participant may now or in thefuture have in any Intellectual Property developed in the course of the Participant’s employment or service with theCompany or one of its Related Entities; and

(e) the Company shall have the sole and exclusive ownership of and right of control over any and all business, customers,and goodwill created or developed by the Participant in the course of the Participant’s employment or service with theCompany or one of its Related Entities, including all information, records, and documents concerning business and

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customer accounts and all other instruments, documents, records, data, and information concerning or relating to theCompany’s business activities, interests and pursuits.

3. Non-Solicitation

The Participant covenants and agrees that the Participant will not, without the prior written consent of the board of directorsof the Company, while remaining an Participant and/or holder of Subordinate Voting Shares and for the later of: (i) the non-solicitation period set out in the Participant’s employment agreement, if any, and (ii) a period of twelve (12) monthsfollowing the later of the last day that the Participant remains an Participant or holder of Subordinate Voting Shares(collectively the “Restricted Period”), directly or indirectly, for whatever reason, whether for the Participant’s own benefitor for the benefit of any other person, firm, company or other organization with which the Participant has a relationship:(a) solicit for employment, employ, or otherwise deal with in a manner which interferes with the relationship of the Companyor any of its Related Entities with any person who is an employee of the Company or any of its Related Entities (an“Employee”) during the Participant’s employment with or service to the Company and during the Restricted Period, unlesssuch Employee (i) shall no longer be actively employed or engaged by the Company or any of its Related Entities or(ii) without the direction of the Participant, responded to a public advertisement soliciting employment.

NOTICE OFANNUALAND SPECIAL MEETING OF SHAREHOLDERS-+Proxy... · “Performance Share Resolution”)...

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Transcript of NOTICE OFANNUALAND SPECIAL MEETING OF SHAREHOLDERS-+Proxy... · “Performance Share Resolution”)...